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Section 1: F-3ASR (F-3ASR)

F-3ASR
Table of Contents

As filed with the Securities and Exchange Commission on October 15, 2019

No. 333-                    

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PagSeguro Digital Ltd.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of the Registrant’s name into English)

 

The Cayman Islands
(State or other jurisdiction of
incorporation or organization)

  Not applicable
(I.R.S. Employer Identification No.)

Av. Brigadeiro Faria Lima, 1384, 4º andar, parte A

São Paulo, SP, 01451-001, Brazil

+55 (11) 3038-8127

(Address and telephone number of Registrant’s principal executive offices)

 

 

Cogency Global Inc.

10 East 40th Street, 10th Floor

New York, NY 10016

(212) 947-7200

(Name, address, and telephone number, including area code, of agent for service)

 

 

With copies to:

David Flechner, Esq.

Paul Hastings LLP

Av. Presidente Juscelino Kubitschek, 2041,

Torre D, 21º andar

São Paulo, SP, 04543-011, Brazil

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of securities to be
registered
  Amount to be
Registered
 

Proposed

maximum
aggregate price
per unit

 

Proposed

maximum
aggregate offering
price

  Amount of
registration
fee

    Class A common shares

  (1)   (1)   (1)   (1)

 

 

 

(1)

A currently indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant hereby elects to defer payment of all of the registration fee and will pay the registration fee subsequently in advance or on a pay-as-you-go basis pursuant to Rule 456(b).

 

 


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PROSPECTUS

 

LOGO

PagSeguro Digital Ltd.

(Incorporated in the Cayman Islands)

Class A Common Shares

We may from time to time in one or more offerings offer and sell our Class A common shares. In addition, from time to time, the selling shareholders to be named in an applicable prospectus supplement, or the selling shareholders, may offer and sell the equity securities held by them. The selling shareholders may sell the equity securities through public or private transactions at prevailing market prices or at privately negotiated prices. We will not receive any proceeds from the sale of the equity securities by the selling shareholders.

The securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of the securities, their compensation and any options to purchase additional securities granted to them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of the securities, see the section entitled “Plan of Distribution” beginning on page 31 of this prospectus.

This prospectus describes some of the general terms that may apply to the securities. We and the selling shareholders, as applicable, will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information contained in this prospectus. To the extent the applicable prospectus supplement is inconsistent, information in this prospectus is superseded by the information in the applicable prospectus supplement. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities.

Our Class A common shares are currently listed on the New York Stock Exchange, or NYSE, under the symbol “PAGS”.

Investments in the securities involve risks. See “Risk Factors” on page 6 of this prospectus. You should carefully consider the risks and uncertainties discussed under the heading “Risk Factors” included in the applicable prospectus supplement or under similar headings in other documents which are incorporated by reference in this prospectus.

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 15, 2019.


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TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

    1  

WHERE YOU CAN FIND MORE INFORMATION

    2  

INCORPORATION OF DOCUMENTS BY REFERENCE

    3  

FORWARD-LOOKING STATEMENTS

    4  

RISK FACTORS

    6  

PAGSEGURO DIGITAL LTD.

    7  

USE OF PROCEEDS

    8  

DESCRIPTION OF SHARE CAPITAL

    9  

ENFORCEMENT OF CIVIL LIABILITIES

    27  

TAXATION

    30  

SELLING SHAREHOLDERS

    31  

PLAN OF DISTRIBUTION

    32  

LEGAL MATTERS

    35  

EXPERTS

    36  

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. No one has been authorized to provide you with different information.

The securities are not being offered in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information contained in or incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front cover of the applicable document.

The following references in this prospectus have the meanings shown below:

 

   

“PagSeguro Digital” and the “Company” mean PagSeguro Digital Ltd., the company whose shares are being offered by this prospectus supplement and the accompany prospectus. PagSeguro Digital Ltd. is an exempted company with limited liability incorporated under the laws of the Cayman Islands.

 

   

“PagSeguro Brazil” means Pagseguro Internet S.A., our operating company, a sociedade anônima incorporated in Brazil. Pagseguro Internet S.A. is substantially wholly-owned by PagSeguro Digital Ltd.

 

   

“PagBank” means our digital banking ecosystem, having the free PagBank digital account as the core of the financial services provided to our clients, and the related banking services.

 

   

“PagBank digital account” means our free digital payment account, which is the core of our client offering for both merchants and consumers, centralizes all cash-in options, functionalities, services and cash-out options in a single ecosystem so that our clients can grow their businesses in a safe, affordable, scalable and simple way, all without needing a bank account. Our PagBank digital account offers eight cash-out options including wire and peer to peer transfers, QR code payments, bill payments, top up prepaid mobile phone, Uber, Spotify and/or Google Play credits, online purchasing through our eWallet, and in-person and online purchases or cash withdrawals using our PagSeguro prepaid and cash cards.

 

   

“We,” “us” and “our” mean PagSeguro Digital, PagSeguro Brazil and PagSeguro Brazil’s subsidiaries on a consolidated basis.

 

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“PagSeguro” means our digital payments business, which is operated by PagSeguro Brazil.

 

   

“UOL” mean Universo Online S.A., the controlling shareholder, of PagSeguro Digital.

The term “Brazil” refers to the Federative Republic of Brazil and the phrase “Brazilian government” refers to the federal government of Brazil. “Central Bank” refers to Banco Central do Brasil. References in the prospectus to “real,” “reais” or “R$” refer to the Brazilian real, the official currency of Brazil and references to “U.S. dollar,” “U.S. dollars” or “US$” refer to U.S. dollars, the official currency of the United States.

 

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ABOUT THIS PROSPECTUS

This prospectus is part of an automatic shelf registration statement that we filed with the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using an automatic shelf registration statement, we may, at any time and from time to time, offer and sell the securities described in this prospectus in one or more offerings. We may also add, update or change information contained in this prospectus by means of a prospectus supplement or by incorporating by reference information that we file or furnish to the SEC. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits and the documents incorporated by reference in the registration statement. Statements contained in this prospectus or an applicable prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters.

You should carefully read this document and the applicable prospectus supplement. You should also read the documents we have referred you to under “Where You Can Find More Information” below for information on the Company, the risks we face and our financial statements. The registration statement and exhibits can be read at the SEC’s website or at the SEC as described under “Where You Can Find More Information.”

We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, in the applicable prospectus supplement, or any documents incorporated by reference is accurate only as of the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since then.

 

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WHERE YOU CAN FIND MORE INFORMATION

PagSeguro Digital has filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-3 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

We are subject to the informational requirements of the Exchange Act that are applicable to foreign private issuers. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy the reports and other information to be filed with the SEC at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549. Copies of the materials may be obtained from the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at 1-800-SEC-0330. In addition, the SEC maintains an Internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials. The information contained on, or accessible through, such website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus or any prospectus supplement.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements and our executive officers, directors and principal shareholders are exempt from reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

You may request a copy of our SEC filings, at no cost, by contacting us at our headquarters at Av. Brigadeiro Faria Lima, 1384, 4º andar, parte A, São Paulo, SP, 01451-001, Brazil. Our investor relations office can be reached at +55 11 3038-8127.

 

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INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with it into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, except for any information superseded by information that is included directly in this document or incorporated by reference subsequent to the date of this document. You should read the information incorporated by reference because it is an important part of this prospectus.

We incorporate by reference into this prospectus our annual report on Form 20-F for the fiscal year ended December 31, 2018, filed with the SEC on April 16, 2019, and any amendments thereto, if any (the “2018 20-F”).

We incorporate by reference into this prospectus the following current reports on Form 6-K:

 

  (1)

our current report on Form 6-K furnished to the SEC on May 31, 2019 relating to the minutes of our annual general meeting held on May 30, 2019; and

 

  (2)

our current report on Form 6-K furnished to the SEC on August 15, 2019 including our unaudited condensed consolidated interim financial statements at June 30, 2019 and for the three and six-month periods ended June 30, 2019 and 2018.

All subsequent reports that we file on Form 20-F under the Exchange Act after the date of this prospectus and prior to the termination of the offering of the Class A common shares offered by this prospectus shall also be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing such documents. We may also incorporate by reference any Form 6-K that we submit to the SEC after the date of this prospectus and prior to the termination of this offering by identifying in such Form 6-K that it is being incorporated by reference into this prospectus. Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC.

Any statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any prospectus supplement modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

All of the documents that are incorporated by reference are available at the website maintained by the SEC at http://www.sec.gov. The information contained on, or accessible through, such website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus or any prospectus supplement. In addition, we will provide at no cost to each person, including any beneficial owner, to whom this prospectus has been delivered, upon the written or oral request of any such person to us, a copy of any or all of the documents referred to above that have been or may be incorporated into this prospectus by reference, including exhibits to such documents. Requests for such copies should be directed to: PagSeguro Digital Ltd., Av. Brigadeiro Faria Lima, 1384, 4º andar, parte A, São Paulo, SP, 01451-001, Brazil, phone: + 55 3038-8123, email: [email protected]

 

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FORWARD-LOOKING STATEMENTS

This prospectus, the registration statement of which it forms a part, each prospectus supplement and the documents incorporated by reference into these documents contain estimates and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time we or our representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements.

These estimates and forward-looking statements are based mainly on our current expectations and estimates of future events and trends that affect or may affect our business, financial condition, results of operations, cash flow, liquidity, prospects and the trading price of our Class A common shares. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to many significant risks, uncertainties and assumptions and are made in light of information currently available to us.

These statements appear throughout this prospectus and include statements regarding our intent, belief or current expectations in connection with:

 

   

the inherent risks related to the digital payments market, such as the interruption or failure of our computer or information technology systems;

 

   

our ability to innovate and respond to technological advances and changing customer demands;

 

   

the maintenance of tax incentives;

 

   

our ability to attract and retain qualified personnel;

 

   

general economic, political and business conditions in Brazil, particularly in the geographic markets we serve as well as any other countries we may serve in the future and their impact on our business, notably with respect to inflation;

 

   

labor disputes, employee strikes and other labor-related disruptions, including in connection with negotiations with unions;

 

   

management’s expectations and estimates concerning our future financial performance and financing plans and programs;

 

   

our interest rates and our level of debt and other fixed obligations;

 

   

inflation, appreciation, depreciation and devaluation of the real;

 

   

expenses, ability to generate cash flow, and ability to achieve, and maintain, future profitability;

 

   

our ability to anticipate market needs and develop and introduce new and enhanced products and service functionality to adapt to changes in our industry;

 

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our anticipated growth and growth strategies and our ability to effectively manage that growth;

 

   

the impact of increased competition in our market, innovation by our competitors, and our ability to compete effectively;

 

   

our ability to successfully enter new markets and manage our expansion;

 

   

our ability to further penetrate our existing client base to grow our ecosystem;

 

   

our expectations concerning relationships with third parties and key suppliers;

 

   

our ability to maintain, protect and enhance our brand and intellectual property;

 

   

the sufficiency of our cash and cash equivalents and cash generated from operations to meet our working capital and capital expenditure requirements, as well as our plans for the net proceeds from any offering;

 

   

our compliance with applicable regulatory and legislative developments and regulations and legislation that currently apply or become applicable to our business;

 

   

other factors that may affect our financial condition, liquidity and results of operations; and

 

   

other risk factors discussed under “Risk Factors” included in documents we file from time to time with the SEC that are incorporated by reference herein, including in our most recent Annual Report on Form 20-F, which is incorporated by reference herein.

The words “believe,” “understand,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “seek,” “intend,” “expect,” “should,” “could,” “forecast” and similar words are intended to identify forward-looking statements. You should not place undue reliance on such statements, which speak only as of the date they were made. Neither we nor any selling shareholders undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this prospectus because of new information, future events or other factors. Our independent public auditors have neither examined nor compiled the forward-looking statements and, accordingly, do not provide any assurance with respect to such statements. In light of the risks and uncertainties described above, the future events and circumstances discussed in this prospectus might not occur and are not guarantees of future performance. Because of these uncertainties, you should not make any investment decision based upon these estimates and forward-looking statements. You are advised to consult any additional disclosures we have made or will make in our reports to the SEC on Forms 20-F and on Forms 6-K that are designated as being incorporated by reference into this prospectus. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this prospectus.

 

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RISK FACTORS

Any investment in the Class A common shares involves a high degree of risk. Before purchasing any securities, you should carefully consider and evaluate all of the information included and incorporated by reference in this prospectus or any applicable prospectus supplement, including the risk factors incorporated by reference from our most recent annual report on Form 20-F, as updated by other reports and documents we file with the SEC after the date of this prospectus that are incorporated by reference herein or in the applicable prospectus supplement. Additional risk factors that you should carefully consider may be included in a prospectus supplement or other offering materials relating to an offering of our Class A common shares.

We encourage you to read these risk factors in their entirety. In addition to these risks, other risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations and financial condition. Such risks could cause actual results to differ materially from anticipated results. This could cause the trading price of the securities to decline, perhaps significantly, and investors may lose part or all of their investment. You should not purchase the securities described in this prospectus unless you understand and know you can bear all of the investment risks involved.

In general, investing in the securities of issuers in emerging market countries such as Brazil involves risks that are different from the risks associated with investing in the securities of U.S. companies and companies located in other countries with more developed capital markets.

 

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PAGSEGURO DIGITAL LTD.

We are a disruptive provider of financial technology solutions focused primarily on consumers, Individual Entrepreneurs, Micro-Merchants, Small Companies and Medium-Sized Companies, or SMEs, in Brazil. Among our peers, we are the only financial technology provider in Brazil whose business model covers all of the following five pillars:

 

   

Multiple digital banking solutions

 

   

In-person payments via POS devices that we provide to merchants

 

   

Free PagBank digital accounts that we provide to our consumers and merchants with functionalities such as bill payments, top up prepaid mobile phone, Uber, Spotify and/or Google Play credits, wire transfers, peer to peer cash transfers, prepaid credit cards, cash cards, loans, investments, QR code payments, and payroll portability, among other digital banking services

 

   

Issuer of prepaid, cash and credit cards

 

   

Operate as a full acquirer

PagSeguro Digital is incorporated as an exempted company with limited liability in the Cayman Islands. Our principal executive office is located at Avenida Brigadeiro Faria Lima, 1384, 01452-002 São Paulo – SP, Brazil. Our investor relations office can be reached at +55 (11) 3038-8123 and our website address is www.pagseguro.uol.com.br. The information contained on, or accessible through, such website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus or any prospectus supplement.

 

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USE OF PROCEEDS

We intend to use the proceeds from the sale of the Class A common shares offered by us as set forth in the applicable prospectus supplement.

In the case of a secondary offering of Class A common shares, we will not receive any of the proceeds of the sale by any selling shareholders of the Class A common shares covered by this prospectus.

 

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DESCRIPTION OF SHARE CAPITAL

PagSeguro Digital Ltd., the company whose shares may be offered by this prospectus, was incorporated on July 19, 2017 as a Cayman Islands exempted company with limited liability for an indefinite term. PagSeguro Digital’s principal executive office is located at Avenida Brigadeiro Faria Lima, 1384, 01452-002 São Paulo – SP, Brazil.

PagSeguro Digital’s affairs are governed principally by (1) its Memorandum and Articles of Association, (2) the Companies Law (2018 Revision) of the Cayman Islands, as amended, or the Companies Law, and (3) the common law of the Cayman Islands.

The following discussion summarizes the material terms of the Class A common shares of PagSeguro Digital which may be offered by this prospectus. This discussion does not purport to be complete and is qualified in its entirety by reference to the Memorandum and Articles of Association. The form of the Memorandum and Articles of Association, which have been adopted, was filed as Exhibit 3.1 to the registration statement filed on Form F-1/A filed on January 10, 2018.

Share Capital

The Memorandum and Articles of Association authorize two classes of common shares: Class A common shares, which are entitled to one vote per share, and Class B common shares, which are entitled to 10 votes per share and to maintain a proportional ownership interest in the event that additional Class A common shares are issued. Any holder of Class B common shares may convert his or her shares at any time into Class A common shares on a share-for-share basis. The rights of the two classes of common shares are otherwise identical, except as described below. See “—Anti-Takeover Provisions of our Memorandum and Articles of Association—Two Classes of Shares.”

At the date of this prospectus, PagSeguro Digital’s total authorized share capital was US$50,000, divided into 2,000,000,000 shares par value US$0.000025 each, of which:

 

   

1,096,667,746 shares are designated as Class A common shares; and

 

   

403,332,254 shares are designated as Class B common shares.

The remaining authorized but unissued shares are presently undesignated and may be issued by the Board of Directors as common shares of any class or as shares with preferred, deferred or other special rights or restrictions.

Treasury Stock

At the date of this prospectus, PagSeguro Digital has 503,642 Class A common shares and no Class B common shares in treasury.

Listing

Our Class A common shares are listed on the New York Stock Exchange, or NYSE, under the symbol “PAGS.” Settlement of any Class A common shares offered pursuant to this prospectus is expected to take place on or about the completion date of the relevant offering through The Depository Trust Company, or DTC, in accordance with its customary settlement procedures for equity securities. If your shares are registered in the name of DTC, you will not be a shareholder or member of the company. Each person owning Class A common shares held through DTC must rely on the

 

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procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of the Class A common shares.

Our Class A common shares are listed in registered form and are not certificated.

Transfer Agent and Registrar

PagSeguro Digital has appointed American Stock Transfer & Trust Company, LLC as our agent in New York to maintain the shareholders’ register and to act as transfer agent, registrar and paying agent for the Class A common shares. Any Class A common shares offered pursuant to this prospectus will be traded on the NYSE in book-entry form. The transfer agent, registrar and paying agent’s address is 6201 15th Avenue, Brooklyn, NY, 11219, and its telephone number is +1 (800) 937-5449 or +1 (718) 921-8124.

Corporate Purpose

The corporate objects of PagSeguro Digital, as stated in the Memorandum of Association, are unrestricted and PagSeguro Digital has the authority to carry out any object not prohibited by any law, as provided by Section 7(4) of the Companies Law.

Issuances of Shares

Except as expressly provided in PagSeguro Digital’s Memorandum and Articles of Association, PagSeguro Digital’s board of directors has general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the company’s capital without the approval of our shareholders (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the directors may decide, but so that no share shall be issued at a discount, except in accordance with the provisions of the Companies Law. PagSeguro Digital is prohibited under its Articles of Association from issuing shares or warrants to bearer.

PagSeguro Digital’s Articles of Association provide that at any time that there are Class A common shares in issue additional Class B common shares may only be issued pursuant to (1) a share split, subdivision of shares or similar transaction or where a dividend or other distribution is paid by the issue of shares or rights to acquire shares or following capitalization of profit, (2) a merger, consolidation, or other business combination involving the issuance of Class B common shares as full or partial consideration, or (3) an issuance of Class A common shares, whereby holders of the Class B common shares are entitled to receive a number of Class B common shares that would allow them to maintain their proportional ownership interests in PagSeguro Digital. For more information see “—Preemptive or Similar Rights.”

PagSeguro Digital’s Articles of Association also provide that the issuance of non-voting common shares requires the affirmative vote of a majority of the of then outstanding Class A common shares.

Fiscal Year

PagSeguro Digital’s fiscal year begins on January 1 of each year and ends on December 31 of the same year.

 

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Voting Rights

The holders of the Class A common shares and Class B common shares have identical rights, except that (i) the holder of Class B common shares is entitled to 10 votes per share, whereas holders of Class A common shares are entitled to one vote per share, (ii) Class B common shares have certain conversion rights and (iii) the holder of Class B common shares is entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued. For more information see “—Preemptive or Similar Rights” and “—Conversion.” The holders of Class A common shares and Class B common shares vote together as a single class on all matters (including the election of directors) submitted to a vote of shareholders, except as provided below and as otherwise required by law.

PagSeguro Digital’s Articles of Association provide as follows regarding the respective rights of holders of Class A common shares and Class B common shares:

 

  (i)

Class consents from the holders of Class A common shares or Class B common shares, as applicable, shall be required for any variation to the rights attached to their respective class of shares, however, the Directors may treat any two or more classes of shares as forming one class if they consider that all such classes would be affected in the same way by the proposal;

 

  (ii)

the rights conferred on holders of Class A common shares shall not be deemed to be varied by the creation or issue of further Class B common shares and vice versa; and

 

  (iii)

the rights attaching to the Class A common shares and the Class B common shares shall not be deemed to be varied by the creation or issue of shares with preferred or other rights, including, without limitation, shares with enhanced or weighted voting rights.

As set forth in the Articles of Association, the holders of Class A common shares and Class B common shares, respectively, do not have the right to vote separately if the number of authorized shares of such class is increased or decreased. Rather, the number of authorized Class A common shares and Class B common shares may be increased or decreased (but not below the number of shares of such class then outstanding) by the affirmative vote of the holders of a majority of the voting power of the issued and outstanding Class A common shares and Class B common shares, voting together in a general meeting.

Preemptive or Similar Rights

The Class A common shares and Class B common shares are not entitled to preemptive rights upon transfer and are not subject to conversion (except as described below under “—Conversion”), redemption or sinking fund provisions.

The Class B common shares are entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued. As such, except for certain exceptions, if PagSeguro Digital issues Class A common shares, it must first make an offer to each holder of Class B common shares to issue to such holder on the same economic terms such number of Class B common shares as would ensure such holder may maintain a proportional ownership interest in PagSeguro Digital. This right to maintain a proportional ownership interest may be waived by a majority of the holders of Class B common shares.

 

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Conversion

The outstanding Class B common shares are convertible at any time as follows: (1) at the option of the holder, a Class B common share may be converted at any time into one Class A common share or (2) upon the election of the holders of a majority of the then outstanding Class B common shares, all outstanding Class B common shares may be converted into a like number of Class A common shares. In addition, each Class B common share will convert automatically into one Class A common share upon any transfer, whether or not for value, except for certain transfers described in the Articles of Association, including transfers to affiliates, trusts solely for the benefit of the shareholder or their affiliates, and partnerships, corporations and other entities exclusively owned by the shareholder or their affiliates and certain transfers to organizations that are exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Furthermore, each Class B common share will convert automatically into one Class A common share and no Class B common shares will be issued thereafter if, at any time, the voting power of the outstanding Class B common shares represents less than 10% of the combined voting power of the Class A common shares and Class B common shares then outstanding.

No class of PagSeguro Digital’s common shares may be subdivided or combined unless the other class of common shares is concurrently subdivided or combined in the same proportion and in the same manner.

Equal Status

Except as expressly provided in PagSeguro Digital’s Memorandum and Articles of Association, Class A common shares and Class B common shares have the same rights and privileges and rank equally, share ratably and are identical in all respects as to all matters. In the event of any merger, consolidation, scheme, arrangement or other business combination requiring the approval of our shareholders entitled to vote thereon (whether or not PagSeguro Digital is the surviving entity), the holders of Class A common shares shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B common shares, and the holders of Class A common shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B common shares. In the event of any (1) tender or exchange offer to acquire any Class A common shares or Class B common shares by any third party pursuant to an agreement to which PagSeguro Digital is a party, or (2) any tender or exchange offer by PagSeguro Digital to acquire any Class A common shares or Class B common shares, the holders of Class A common shares shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B common shares, and the holders of Class A common shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B common shares.

Record Dates

For the purpose of determining shareholders entitled to notice of, or to vote at any general meeting of shareholders or any adjournment thereof, or shareholders entitled to receive dividend or other distribution payments, or in order to make a determination of shareholders for any other purpose, PagSeguro Digital’s board of directors may set a record date which shall not exceed forty (40) clear days prior to the date where the determination will be made.

General Meetings of Shareholders

As a condition of admission to a shareholders’ meeting, a shareholder must be duly registered as a shareholder of PagSeguro Digital at the applicable record date for that meeting and, in order to

 

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vote, all calls or installments then payable by such shareholder to PagSeguro Digital in respect of the shares that such shareholder holds must have been paid.

Subject to any special rights or restrictions as to voting then attached to any shares, at any general meeting every shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative not being himself or herself a shareholder entitled to vote) shall have one vote per Class A common share and 10 votes per Class B common share.

As a Cayman Islands exempted company, PagSeguro Digital is not obliged by the Companies Law to call annual general meetings; however, the Articles of Association provide that in each year the company will hold an annual general meeting of shareholders, at a time determined by the board of directors. For the annual general meeting of shareholders the agenda will include, among other things, the presentation of the annual accounts and the report of the directors. In addition, the agenda for an annual general meeting of shareholders will only include such items as have been included therein by the board of directors.

Also, PagSeguro Digital may, but is not required (unless required by the laws of the Cayman Islands), to hold other extraordinary general meetings during the year. General meetings of shareholders are generally expected to take place in São Paulo, Brazil, but may be held elsewhere if the directors so decide.

The Companies Law provides shareholders a limited right to request a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting in default of a company’s articles of association. However, these rights may be provided in a company’s articles of association. PagSeguro Digital’s Articles of Association provide that upon the requisition of one or more shareholders representing not less than one-third of the voting rights entitled to vote at general meetings, the board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. The Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings.

Subject to regulatory requirements, the annual general meeting and any extraordinary general meetings must be called by not less than ten (10) clear days’ notice prior to the relevant shareholders meeting and convened by a notice discussed below. Alternatively, upon the prior consent of all holders entitled to receive notice, with regards to the annual general meeting, and the holders of 95% in par value of the shares entitled to attend and vote at an extraordinary general meeting, that meeting may be convened by a shorter notice and in a manner deemed appropriate by those holders.

PagSeguro Digital will give notice of each general meeting of shareholders by publication on its website and in any other manner that it may be required to follow in order to comply with Cayman Islands law, NYSE and SEC requirements. The holders of registered shares may be given notice of a shareholders’ meeting by means of letters sent to the addresses of those shareholders as registered in our shareholders’ register, or, subject to certain statutory requirements, by electronic means.

Holders whose shares are registered in the name of DTC or its nominee, which is currently the case for all holders of Class A common shares, will not be a shareholder or member of the company and must rely on the procedures of DTC regarding notice of shareholders’ meetings and the exercise of rights of a holder of the Class A common shares.

A quorum for a general meeting consists of any one or more persons holding or representing by proxy not less than one-third of the aggregate voting power of all shares in issue and entitled to vote upon the business to be transacted.

 

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A resolution put to a vote at a general meeting shall be decided on a poll. An ordinary resolution to be passed by the shareholders at a general meeting requires the affirmative vote of a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote, present in person or by proxy and voting at the meeting. A special resolution requires the affirmative vote on a poll of no less than two-thirds of the votes cast by the shareholders entitled to vote who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our Company, as permitted by the Companies Law and PagSeguro Digital’s Articles of Association.

Pursuant to PagSeguro Digital’s Articles of Association, general meetings of shareholders are to be chaired by the chairman of our board of directors. If the chairman of our board of directors is absent, the directors present at the meeting shall appoint one of them to be chairman of the general meeting. If neither the chairman nor another director is present at the general meeting within fifteen minutes after the time appointed for holding the meeting, the shareholders present in person or by proxy and entitled to vote may elect any one of the shareholders to be chairman. The order of business at each meeting shall be determined by the chairman of the meeting, and he or she shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls.

Liquidation Rights

If PagSeguro Digital is voluntarily wound up, the liquidator, after taking into account and giving effect to the rights of preferred and secured creditors and to any agreement between PagSeguro Digital and any creditors that the claims of such creditors shall be subordinated or otherwise deferred to the claims of any other creditors and to any contractual rights of set-off or netting of claims between PagSeguro Digital and any person or persons (including without limitation any bilateral or any multi-lateral set-off or netting arrangements between the company and any person or persons) and subject to any agreement between PagSeguro Digital and any person or persons to waive or limit the same, shall apply PagSeguro Digital’s property in satisfaction of its liabilities pari passu and subject thereto shall distribute the property amongst the shareholders according to their rights and interests in PagSeguro Digital.

Changes to Capital

Pursuant to the Articles of Association, PagSeguro Digital may from time to time by ordinary resolution:

 

   

increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;

 

   

consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

 

   

convert all or any of its paid-up shares into stock and reconvert that stock into paid up shares of any denomination;

 

   

subdivide its existing shares or any of them into shares of a smaller amount, provided that in the subdivision the proportion between the amount paid and the

 

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amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or

 

   

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

PagSeguro Digital’s shareholders may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application by the company for an order confirming such reduction, reduce its share capital or any capital redemption reserve in any manner permitted by law.

In addition, subject to the provisions of the Companies Law and PagSeguro Digital’s Articles of Association, PagSeguro Digital may:

 

   

issue shares on terms that they are to be redeemed or are liable to be redeemed;

 

   

purchase its own shares (including any redeemable shares); and

 

   

make a payment in respect of or the redemption purchase of its own shares in any manner authorized by the Companies Law, including out of its own capital.

Transfer of Shares

Subject to any applicable restrictions set forth in the Articles of Association, any shareholder of PagSeguro Digital may transfer all or any of his or her common shares by an instrument of transfer in the usual or common form or in the form prescribed by the NYSE or any other form approved by the Company’s board of directors.

PagSeguro Digital’s Class A common shares are traded on the NYSE in book-entry form and may be transferred in accordance with PagSeguro Digital’s Articles of Association and NYSE’s rules and regulations.

However, PagSeguro Digital’s board of directors may, in its absolute discretion, decline to register any transfer of any common share which is either not fully paid up to a person of whom it does not approve or is issued under any share incentive scheme for employees which contains a transfer restriction that is still applicable to such common share. The board of directors may also decline to register any transfer of any ordinary share unless:

 

   

A fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as the board of directors may from time to time require is paid to PagSeguro Digital in respect thereof;

 

   

the instrument of transfer is lodged with PagSeguro Digital, accompanied by the certificate (if any) for the common shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

 

   

the instrument of transfer is in respect of only one class of shares;

 

   

the instrument of transfer is properly stamped, if required;

 

   

the common shares transferred are free of any lien in favor of PagSeguro Digital; and

 

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in the case of a transfer to joint holders, the transfer is not to more than four joint holders.

If the directors refuse to register a transfer they are required, within two months after the date on which the instrument of transfer was lodged, to send to the transferee notice of such refusal.

Share Repurchase

The Companies Law and the Articles of Association permit PagSeguro Digital to purchase its own shares, subject to certain restrictions. The board of directors may only exercise this power on behalf of PagSeguro Digital, subject to the Companies Law, the Articles of Association and to any applicable requirements imposed from time to time by the SEC, the NYSE, or by any recognized stock exchange on which our securities are listed.

On October 30, 2018, PagSeguro Digital announced the adoption of its share repurchase program in an aggregate amount of up to US$250 million in outstanding Class A common shares traded on the NYSE. PagSeguro Digital’s share repurchase program went into effect in the fourth quarter of 2018 and does not have a fixed expiration date. The program may be executed in compliance with Rule 10b-18 under the Exchange Act.

Dividends and Capitalization of Profits

PagSeguro Digital has not adopted a dividend policy with respect to payments of any future dividends. Subject to the Companies Law, PagSeguro Digital’s shareholders may, by resolution passed by a simple majority of the voting rights entitled to vote at a general meeting, declare dividends (including interim dividends) to be paid to shareholders but no dividend shall be declared in excess of the amount recommended by the board of directors. The board of directors may also declare dividends. Dividends may be declared and paid out of funds lawfully available to PagSeguro Digital. Except as otherwise provided by the rights attached to shares and the Articles of Association of PagSeguro Digital, all dividends shall be paid in proportion to the number of Class A common shares or Class B common shares a shareholder holds at the date the dividend is declared (or such other date as may be set as a record date); but, (i) if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly, and (ii) where we have shares in issue which are not fully paid up (as to par value) we may pay dividends in proportion to the amounts paid up on each share.

The holders of Class A common shares and Class B common shares shall be entitled to share equally in any dividends that may be declared in respect of PagSeguro Digital’s common shares from time to time. In the event that a dividend is paid in the form of Class A common shares or Class B common shares, or rights to acquire Class A common shares or Class B common shares, (1) the holders of Class A common shares shall receive Class A common shares, or rights to acquire Class A common shares, as the case may be; and (2) the holders of Class B common shares shall receive Class B common shares, or rights to acquire Class B common shares, as the case may be.

Appointment, Disqualification and Removal of Directors

PagSeguro Digital is managed by its board of directors. The Articles of Association provide that, unless otherwise determined by a special resolution of shareholders, the board of directors will be composed of four to 11 directors, with the number being determined by a majority of the directors then in office. There are no provisions relating to retirement of directors upon reaching any age limit. The Articles of Association also provide that, while PagSeguro Digital’s shares are admitted to trading on NYSE, the board of directors must always comply with the residency and citizenship requirements of the U.S. securities laws applicable to foreign private issuers.

 

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The Articles of Association provide that directors shall be elected by an ordinary resolution of our shareholders, which requires the affirmative vote of a simple majority of the votes cast on the resolution by the shareholders entitled to vote who are present, in person or by proxy, at the meeting. Each director shall be appointed and elected for such term as the resolution appointing him or her may determine or until his or her death, resignation or removal.

PagSeguro Digital’s directors are Luis Frias, Eduardo Alcaro, Maria Judith de Brito, Ricardo Dutra da Silva, Noemia Gushiken, Marcos de Barros Lisboa and Cleveland Prates Teixeira. Ms. Gushiken, Mr. Lisboa and Mr. Teixeira are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the NYSE.

Any vacancies on the board of directors that arise other than upon the removal of a director by resolution passed at a general meeting can be filled by the remaining directors (notwithstanding that they may constitute less than a quorum). Any such appointment shall be as an interim director to fill such vacancy until the next annual general meeting of shareholders.

Additions to the existing board (within the limits set pursuant to the Articles of Association) may be made by ordinary resolution of the shareholders.

Upon the completion by PagSeguro Digital of its IPO, the board of directors put in place an audit committee. See “Item 6. Directors, Senior Management and Employees—Audit Committee” to our 2018 20-F.

Grounds for Removing a Director

A director may be removed with or without cause by ordinary resolution. The notice of general meeting must contain a statement of the intention to remove the director and must be served on the director not less than ten calendar days before the meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.

The office of a director will be vacated automatically if he or she (1) becomes prohibited by law from being a director, (2) becomes bankrupt or makes an arrangement or composition with his creditors, (3) dies or is in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director, (4) resigns his office by notice to us or (5) has for more than six months been absent without permission of the directors from meetings of the board of directors held during that period, and the remaining directors resolve that his or her office be vacated.

Proceedings of the Board of Directors

The Articles of Association provide that PagSeguro Digital’s business is to be managed and conducted by the board of directors. The quorum necessary for the board meeting shall be a simple majority of the directors then in office (subject to there being a minimum of two directors present) and business at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a casting vote.

Subject to the provisions of the Articles of Association, the board of directors may regulate its proceedings as they determine is appropriate. Board meetings shall be held at least once every calendar quarter and shall take place either in São Paulo, Brazil or at such other place as the directors may determine.

Subject to the provisions of the Memorandum and Articles of Association, to any directions given by ordinary resolution of the shareholders and the listing rules of the NYSE, the board of

 

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directors may from time to time at its discretion exercise all powers of PagSeguro Digital, including, subject to the Companies Law, the power to issue debentures, bonds and other securities of the company, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.

Inspection of Books and Records

Holders of PagSeguro Digital shares will have no general right under Cayman Islands law to inspect or obtain copies of the list of shareholders or corporate records of the Company. However, the board of directors may determine from time to time whether and to what extent PagSeguro Digital’s accounting records and books shall be open to inspection by shareholders who are not members of the board of directors. Notwithstanding the above, the Articles of Association provide shareholders with the right to receive annual financial statements. Such right to receive annual financial statements may be satisfied by publishing the same on the company’s website or filing such annual reports as we are required to file with the SEC.

Register of Shareholders

Our registered Class A common shares are held through DTC, and DTC or Cede & Co., as nominee for DTC, is recorded in the shareholders’ register as the holder of our Class A common shares.

Under Cayman Islands law, PagSeguro Digital must keep a register of shareholders that includes:    

 

   

the names and addresses of the shareholders, a statement of the number and category of shares held by each member and whether such shares carry voting rights, and of the amount paid or agreed to be considered as paid, on the shares of each member;

 

   

the date on which the name of any person was entered on the register as a member; and

 

   

the date on which any person ceased to be a member.

Under Cayman Islands law, the register of shareholders of PagSeguro Digital is prima facie evidence of the matters set out therein (i.e., the register of shareholders will raise a presumption of fact on the matters referred to above unless rebutted) and a shareholder registered in the register of shareholders is deemed as a matter of Cayman Islands law to have prima facie legal title to the shares as set against his or her name in the register of shareholders. The shareholders recorded in the register of shareholders should be deemed to have legal title to the shares set against their name.

If the name of any person is incorrectly entered in or omitted from the register of shareholders, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a shareholder of PagSeguro Digital, the person or member aggrieved (or any shareholder of PagSeguro Digital, or PagSeguro Digital itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Exempted Company

PagSeguro Digital is an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies.

 

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Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

 

   

an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;

 

   

an exempted company’s register of shareholders is not open to inspection;

 

   

an exempted company does not have to hold an annual general meeting;

 

   

an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

 

   

an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

 

   

an exempted company may register as a limited duration company; and

 

   

an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

PagSeguro Digital is subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Except as otherwise disclosed in this annual report, PagSeguro Digital complies with the NYSE rules in lieu of following home country practice.

Anti-Takeover Provisions in our Memorandum and Articles of Association

Some provisions of the Memorandum and Articles of Association may discourage, delay or prevent a change in control of PagSeguro Digital or management that shareholders may consider favorable. In particular, the capital structure of PagSeguro Digital concentrates ownership of voting rights in the hands of UOL. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of PagSeguro Digital to first negotiate with the board of directors. However, these provisions could also have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of the Class A common shares that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the management of PagSeguro Digital. It is possible that these provisions could make it more difficult to accomplish transactions that shareholders may otherwise deem to be in their best interests.

Two Classes of Common Shares

The Class B common shares of PagSeguro Digital are entitled to 10 votes per share, while the Class A common shares are entitled to one vote per share. Since it owns of all of the Class B common shares of PagSeguro Digital, UOL currently has the ability to elect all directors and to determine the

 

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outcome of most matters submitted for a vote of shareholders. This concentrated voting control could discourage others from initiating any potential merger, takeover, or other change of control transaction that other shareholders may view as beneficial.

So long as UOL has the ability to determine the outcome of most matters submitted to a vote of shareholders as well as the overall management and direction of PagSeguro Digital, third parties may be deterred in their willingness to make an unsolicited merger, takeover, or other change of control proposal, or to engage in a proxy contest for the election of directors. As a result, the fact that PagSeguro Digital has two classes of common shares may have the effect of depriving you as a holder of Class A common shares of an opportunity to sell your Class A common shares at a premium over prevailing market prices and make it more difficult to replace the directors and management of PagSeguro Digital.

Preferred Shares

PagSeguro Digital’s board of directors is given wide powers to issue one or more classes or series of shares with preferred rights. Such preferences may include, for example, dividend rights, conversion rights, redemption privileges, enhanced voting powers and liquidation preferences.

Despite the anti-takeover provisions described above, under Cayman Islands law, PagSeguro Digital’s board of directors may only exercise the rights and powers granted to them under the Memorandum and Articles of Association, for what they believe in good faith to be in the best interests of PagSeguro Digital.

Protection of Non-Controlling Shareholders

The Grand Court of the Cayman Islands may, on the application of shareholders holding not less than one fifth of the shares of PagSeguro Digital in issue, appoint an inspector to examine the Company’s affairs and report thereon in a manner as the Grand Court shall direct.

Subject to the provisions of the Companies Law, any shareholder may petition the Grand Court of the Cayman Islands which may make a winding up order, if the court is of the opinion that this winding up is just and equitable.

Notwithstanding the U.S. securities laws and regulations that are applicable to PagSeguro Digital, general corporate claims against PagSeguro Digital by its shareholders must, as a general rule, be based on the general laws of contract or tort applicable in the Cayman Islands or their individual rights as shareholders as established by PagSeguro Digital’s Memorandum and Articles of Association.

The Cayman Islands courts ordinarily would be expected to follow English case law precedents, which permit a minority shareholder to commence a representative action against PagSeguro Digital, or derivative actions in PagSeguro Digital’s name, to challenge (1) an act which is ultra vires or illegal, (2) an act which constitutes a fraud against the minority and the wrongdoers themselves control PagSeguro Digital, and (3) an irregularity in the passing of a resolution that requires a qualified (or special) majority.

Registration Rights and Restricted Shares

Although no shareholders of PagSeguro Digital have formal registration rights, they or entities controlled by them or their permitted transferees will be able to sell their shares in the public market from time to time without registering them, subject to certain limitations on the timing, amount and method of those sales imposed by regulations promulgated by the SEC.

 

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Principal Differences between Cayman Islands and U.S. Corporate Law

The Companies Law was modelled originally after similar laws in England and Wales but does not follow subsequent statutory enactments in England and Wales. In addition, the Companies Law differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to PagSeguro Digital and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements

The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies.

For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company; and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be approved by the directors of each constituent company and filed with the Registrar of Companies together with a declaration as to: (1) the solvency of the consolidated or surviving company, (2) the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the constituent companies; (3) no petition or other similar proceeding has been filed and remains outstanding and no order or resolution to wind up the company in any jurisdiction, (4) no receiver, trustee, administrator or similar person has been appointed in any jurisdiction and is acting in respect of the constituent company, its affairs or property, (5) no scheme, order, compromise or similar arrangement has been entered into or made in any jurisdiction with creditors; (6) a list of the assets and liabilities of each constituent company; (7) the non-surviving constituent company has retired from any fiduciary office held or will do so; (8) that the constituent company has complied with any requirements under the regulatory laws, where relevant; and (9) an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and published in the Cayman Islands Gazette.

Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, may be determined by the Cayman Islands’ court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement in question is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:

 

   

PagSeguro Digital is not proposing to act illegally or ultra vires and the statutory provisions as to majority vote have been complied with;

 

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the shareholders have been fairly represented at the meeting in question;

 

   

the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

 

   

the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law or that would amount to a “fraud on the minority.”

When a takeover offer is made and accepted by holders of 90.0% in value of the shares affected within four months, the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection may be made to the Grand Court of the Cayman Islands but is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.

If the arrangement and reconstruction are thus approved, any dissenting shareholders would have no rights comparable to appraisal rights, which might otherwise ordinarily be available to dissenting shareholders of U.S. corporations and allow such dissenting shareholders to receive payment in cash for the judicially determined value of their shares.

Shareholders’ Suits

Class actions are not recognized in the Cayman Islands, but groups of shareholders with identical interests may bring representative proceedings, which are similar. However, a class action suit could nonetheless be brought in a U.S. court pursuant to an alleged violation of U.S. securities laws and regulations.

In principle, PagSeguro Digital itself would normally be the proper plaintiff and as a general rule, whilst a derivative action may be initiated by a minority shareholder on behalf of PagSeguro Digital in a Cayman Islands court, such shareholder will not be able to continue those proceedings without the permission of a Grand Court judge, who will only allow the action to continue if the shareholder can demonstrate that PagSeguro Digital has a good case against the Defendant, and that it is proper for the shareholder to continue the action rather than the Company’s board of directors. Examples of circumstances in which derivative actions would be permitted to continue are where:

 

   

a company is acting or proposing to act illegally or beyond the scope of its authority;

 

   

the act complained of, although not beyond the scope of its authority, could be effected duly if authorized by more than a simple majority vote that has not been obtained; and

 

   

those who control the company are perpetrating a “fraud on the minority.”

Corporate Governance

Cayman Islands law restricts transactions between a company and its directors unless there are provisions in the Memorandum and Articles of Association which provide a mechanism to alleviate possible conflicts of interest. Additionally, Cayman Islands law imposes on directors’ duties of care and skill and fiduciary duties to the companies which they serve. Under PagSeguro Digital’s Articles of Association, a director must disclose the nature and extent of his interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the NYSE, and unless disqualified by the chairman of the relevant meeting, the interested director may vote in respect of any transaction or arrangement in which he or she is interested. The interested director shall be counted in the quorum at such meeting and the resolution may be passed by a majority of the directors present at the meeting.

 

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Indemnification of Directors and Executive Officers and Limitation of Liability

The Companies Law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. PagSeguro Digital’s Articles of Association provide that we shall indemnify and hold harmless our directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements and other amounts incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil, criminal or other proceedings concerning PagSeguro Digital or our affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to PagSeguro Digital’s directors, officers or persons controlling the Company under the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Directors’ Fiduciary Duties

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company. Accordingly, directors owe fiduciary duties to their company to act bona fide in what they consider to be the best interests of the company, to exercise their powers for the purposes for which they are conferred and not to place themselves in a position where there is a conflict between their personal interests and their duty to the company. Accordingly, a director owes a company a duty not to make a profit based on his or her position as director (unless the company permits him or her to do so) and a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. However, this obligation may be varied by the company’s articles of association, which may permit a director to vote on a matter in which he has a personal interest provided that he has disclosed that nature of his interest to the board of directors. PagSeguro Digital’s Articles of Association provides that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the NYSE, and unless disqualified by the chairman of the relevant meeting, such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting.

A director of a Cayman Islands company also owes to the company duties to exercise independent judgment in carrying out his functions and to exercise reasonable skill, care and diligence, which has both objective and subjective elements. Recent Cayman Islands case law confirmed that directors must exercise the care, skill and diligence that would be exercised by a reasonably diligent person having the general knowledge, skill and experience reasonably to be expected of a person acting as a director. Additionally, a director must exercise the knowledge, skill and experience which he or she actually possesses.

A general notice may be given by a director to the board of directors to the effect that (1) the director is a member or officer of a specified company or firm and is to be regarded as interested in any

 

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contract or arrangement which may after the date of the notice be made with that company or firm; or (2) he or she is to be regarded as interested in any contract or arrangement which may after the date of the notice to the board of directors be made with a specified person who is connected with him or her, will be deemed sufficient declaration of interest. This notice shall specify the nature of the interest in question. Following the disclosure being made pursuant to PagSeguro Digital’s Articles of Association and subject to any separate requirement under applicable law or the listing rules of the NYSE, and unless disqualified by the chairman of the relevant meeting, a director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting.

In comparison, under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself or herself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. PagSeguro Digital’s Articles of Association provide that upon the requisition of one or more shareholders representing not less than one-third of the voting rights entitled to vote at general meetings, the board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. The Memorandum and Articles of Association provide no other right to put any proposals before annual general meetings or extraordinary general meetings.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single

 

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director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Cayman Islands law, PagSeguro Digital’s Articles of Association do not provide for cumulative voting. As a result, the shareholders of PagSeguro Digital are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

The office of a director shall be vacated automatically if, among other things, he or she (1) becomes prohibited by law from being a director, (2) becomes bankrupt or makes an arrangement or composition with his creditors, (3) dies or is in the opinion of all his co-directors, incapable by reason of mental disorder of discharging his duties as director (4) resigns his office by notice to us or (5) has for more than six months been absent without permission of the directors from meetings of the board of directors held during that period, and the remaining directors resolve that his/her office be vacated.

Transaction with Interested Shareholders

The Delaware General Corporation Law provides that; unless the corporation has specifically elected not to be governed by this statute, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that this person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting shares or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which the shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, PagSeguro Digital cannot avail itself of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that the board of directors owe duties to ensure that these transactions are entered into bona fide in the best interests of the company and for a proper corporate purpose and, as noted above, a transaction may be subject to challenge if it has the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. If the dissolution is initiated by the board of directors it may be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company resolves by ordinary resolution that it be wound up because it is unable to pay its debts as they fall due. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

 

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Under the Companies Law, PagSeguro Digital may be dissolved, liquidated or wound up by a special resolution of shareholders (requiring a two-thirds majority vote). PagSeguro Digital’s Articles of Association also give its board of directors authority to petition the Cayman Islands Court to wind up PagSeguro Digital.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of that class, unless the certificate of incorporation provides otherwise. Under PagSeguro Digital’s Articles of Association, if the share capital is divided into more than one class of shares, the rights attached to any class may only be varied with the written consent of the holders of two-thirds of the shares of that class or the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

Also, except with respect to share capital (as described above), alterations to PagSeguro Digital’s Memorandum and Articles of Association may only be made by special resolution of shareholders (requiring a two-thirds majority vote).

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote, and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under Cayman Islands law, PagSeguro Digital’s Memorandum and Articles of Association generally (and save for certain amendments to share capital described in this section) may only be amended by special resolution of shareholders (requiring a two-thirds majority vote).

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by PagSeguro Digital’s Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on PagSeguro Digital’s shares. In addition, there are no provisions in the Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

 

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ENFORCEMENT OF CIVIL LIABILITIES

PagSeguro Digital is registered under the laws of the Cayman Islands as an exempted company with limited liability. PagSeguro Digital is registered in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands have a less developed body of securities laws as compared to the United States and provide protections for investors to a significantly lesser extent. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States. Conyers Dill & Pearman, PagSeguro Digital’s counsel as to Cayman Islands law, and Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, PagSeguro Digital’s counsel as to Brazilian law, have advised that there is uncertainty as to whether the courts of the Cayman Islands or Brazil would, respectively, (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in the Cayman Islands or Brazil against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

PagSeguro Digital’s Cayman Islands counsel has informed us that the uncertainty with regards to Cayman Islands law relates to whether a judgment obtained from the United States courts under civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands’ company. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands.

PagSeguro Digital’s Cayman Islands counsel has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation.

Substantially all of PagSeguro Digital’s assets are located outside the United States, in Brazil. In addition, all of the members of PagSeguro Digital’s board of directors and all of its officers are residents of Brazil and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States, any state in the United States or other jurisdiction outside Brazil.

As a result, two litigation scenarios may arise out of this transaction: (1) a claim being filed outside Brazil; and (2) a claim being filed in Brazil.

(1) A claim filed outside Brazil: In the case of a party filing a lawsuit related, for instance, to the offering within the United States or within any other country; or pursuing the enforcement of a foreign award based on civil liability provisions of the federal securities laws of the United States or the laws of any other country.

PagSeguro Digital believes that a judgment of a United States court for civil liabilities predicated upon the federal securities laws of the United States may be enforced in Brazil, subject to certain requirements described below. PagSeguro Digital believes that a judgment against it, the

 

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members of its board of directors or its executive officers obtained in the United States would be enforceable in Brazil upon recognition of that judgment by the Brazilian Superior Court of Justice (Superior Tribunal de Justiça), or STJ. Decisions on interlocutory measures may likewise be enforced in Brazil in accordance with applicable laws. Recognition will occur, according to Article 963 of the Brazilian Code of Civil Procedure (Law No. 13,105/2015, as amended), if the foreign decision:

 

   

fulfills all formalities required for its enforceability under the laws of the place or jurisdiction in which the decision was rendered;

 

   

is issued by a court or competent authority of the country in which the judgment is made, after proper service of process on the parties is made in accordance with applicable law, or after sufficient evidence of the parties’ absence has been given, as requested under the laws of the United States. If the service is made in Brazil, it must comply with the requirements of Brazilian law;

 

   

is not rendered in an action upon which Brazilian courts have exclusive jurisdiction, pursuant to the provisions of art. 23 of the Brazilian Code of Civil Procedure (Law No. 13,105/2015, as amended);

 

   

is final and, therefore, not subject to appeal (res judicata) in the United States;

 

   

there is no conflict between the United States judgment and a previous final and binding (res judicata) judgment on the same matter and involving the same parties issued in Brazil;

 

   

is duly apostilled by a competent authority of the United States, according to the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents dated as of October 5, 1961 authentication, or the Hague Convention. If such decision emanates from a country that is not signatory of the Hague Convention, it must be duly authenticated by a Brazilian Diplomatic Office or Consulate over the place the award is rendered;

 

   

is accompanied by a sworn translation into Portuguese made by a certified translator in Brazil, unless an exemption is provided by an international treaty to which Brazil is a signatory; and

 

   

is not contrary to Brazilian national sovereignty, good morals or public policy and does not violate the dignity of the human person (as set forth in Brazilian law).

The judicial recognition process before the Brazilian Court of Justice may be time consuming and may also give rise to difficulties in enforcing such foreign judgment in Brazil. Accordingly, PagSeguro Digital cannot assure you that judicial recognition of a foreign judgment would be successful, that the judicial recognition process would be conducted in a timely manner or that a Brazilian court would enforce a judgment of countries other than Brazil. Upon its recognition by the STJ, the enforcement of the judgment is delegated to a lower federal court.

As established by article 965 of the Brazilian Code of Civil Procedures, after being recognized by the Brazilian Court of Justice the international judgment must be enforced before the competent federal court, at the request of the interested party and in accordance with Brazilian norms. This can also be time and money consuming.

(2) A claim filed in Brazil: PagSeguro Digital believes that original actions may be brought in connection with this offering predicated on the federal securities laws of the United States in Brazilian

 

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courts and that, subject to applicable Brazilian laws and provided that Brazilian courts can assert jurisdiction over the particular lawsuit, Brazilian courts may enforce liabilities in such actions against us or the members of our board of directors or our executive officers and certain advisors. The application of a foreign body of law by Brazilian courts may be troublesome, as Brazilian courts consistently base their decisions on domestic law, or refrain from applying a foreign body of law for a number of reasons. Although remote, there is a risk that Brazilian courts, considering relevant case-by-case rationale, may dismiss a petition to apply a foreign body of law and may adopt Brazilian laws to adjudicate the case. In any case, we cannot assure that Brazilian courts will confirm their jurisdiction to rule on such matter, which will depend on the connection of the case to Brazil and, therefore, must be analyzed on a case-by-case basis.

In addition, a plaintiff (whether Brazilian or non-Brazilian) who resides outside Brazil or is outside Brazil during the course of the litigation in Brazil and who does not own real property in Brazil, must post a bond to guarantee the payment of the defendant’s legal fees and court expenses in connection with court procedures for the collection of money, except in the case of (1) enforcement on an extrajudicial enforcement instrument (a title that shall be enforced in Brazilian courts without a review on the merits and enables the creditor with the possibility of immediate attachment of assets, or título executivo extrajudicial),; (2) enforcement of an award; (3) counterclaims; and (4) an exemption is provided by an international agreement or treaty to which Brazil is a signatory, as set forth under Article 83, 1st paragraph of the Brazilian Code of Civil Procedure.

If proceedings are brought in the courts of Brazil seeking to enforce PagSeguro Digital’s obligations with respect to our Class A common shares, claim and payment shall be made in reais. Any judgment rendered in Brazilian courts in respect of any payment obligations with respect to our Class A common shares would be expressed in reais.

PagSeguro Digital has also been advised that the ability of a judgment creditor to satisfy a judgment by attaching certain assets of the defendant in Brazil is governed and limited by provisions of Brazilian law.

PagSeguro Digital has appointed Cogency Global Inc. as its agent upon whom process may be served in any action brought against it under the securities laws of the United States.

 

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TAXATION

Material income tax consequences relating to the purchase, ownership and disposition of any of the securities offered by this prospectus will be set forth in the applicable prospectus supplement relating to the offering of those securities.

 

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SELLING SHAREHOLDERS

Selling shareholders to be named in an applicable prospectus supplement may, from time to time, offer and sell some or all of the equity securities held by them pursuant to this prospectus and the applicable prospectus supplement. Such selling shareholders may sell equity securities held by them to or through underwriters, dealers or agents or directly to purchasers or as otherwise set forth in the applicable prospectus supplement. See “Plan of Distribution.” Such selling shareholders may also sell, transfer or otherwise dispose of some or all of the equity securities held by them in transactions exempt from the registration requirements of the Securities Act.

We will provide you with a prospectus supplement, which will set forth the name of each selling shareholder, the number of equity securities beneficially owned by such selling shareholder and the number of equity securities they are offering. The applicable prospectus supplement also will disclose whether any of the selling shareholders have held any position or office with, have been employed by or otherwise have had a material relationship with us during the three years prior to the date of the applicable prospectus supplement.

 

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PLAN OF DISTRIBUTION

At the time of offering any securities, we will supplement the following summary of the plan of distribution with a description of the offering, including the particular terms and conditions thereof, set forth in an applicable prospectus supplement relating to those securities.

Each prospectus supplement with respect to Class A common shares will set forth the terms of the offering of those Class A common shares, including the name or names of any underwriters or agents, the price of such Class A common shares and the net proceeds to us from such sale, any underwriting discounts, commissions or other items constituting underwriters’ or agents’ compensation, any discount or concessions allowed or reallowed or paid to dealers and any securities exchanges on which those Class A common shares may be listed.

We and any selling shareholder may sell the Class A common shares:

 

   

through agents;

 

   

to or through underwriters or dealers;

 

   

directly to purchasers; or

 

   

through a combination of any of these methods of sale.

Any underwriters or agents will be identified and their discounts, commissions and other items constituting underwriters’ compensation and any securities exchanges on which the Class A common shares are listed will be described in the applicable prospectus supplement.

Underwriters

If we or any selling shareholders use underwriters in the sale, we or the selling shareholders will enter into an underwriting agreement, and a prospectus supplement will set forth the names of the underwriters and the terms of the transaction. The underwriters will acquire securities for their own account and may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Unless otherwise stated in the prospectus supplement, various conditions to the underwriters’ obligation to purchase securities apply, and the underwriters will be obligated to purchase all of the securities contemplated in an offering if they purchase any of such securities. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

We or any selling shareholders may enter into derivative or other hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities covered by this prospectus including securities pledged by us or any selling shareholders or borrowed from us, any selling shareholders or others to settle those sales or to close out any related open borrowing of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or in a post-effective amendment). We or any selling shareholders may also sell Class A common shares short using this prospectus and deliver Class A common shares covered by this prospectus to close out

 

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such short positions, or loan or pledge Class A common shares to financial institutions that in turn may sell the Class A common shares using this prospectus. We or any selling shareholders may pledge or grant a security interest in some or all of the securities covered by this prospectus to support a derivative or hedging position or other obligation and, if we or the selling shareholders default in the performance of its obligations, the pledgees or secured parties may offer and sell the securities from time to time pursuant to this prospectus.

If the prospectus supplement so indicates, we or any selling shareholders may authorize agents and underwriters or dealers to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus supplement. These contracts will be subject to only those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such offers.

Certain persons participating in this offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, the underwriters, if any, may over-allot in connection with the offering, and may bid for, and purchase, the securities in the open market.

Dealers

If we or any selling shareholders use dealers in the sale, unless otherwise indicated in the prospectus supplement, we or the selling shareholders will sell securities to the dealers as principals. The dealers may then resell the securities to the public at varying prices that the dealers may determine at the time of resale.

Agents and Direct Sales

We or any selling shareholders may sell securities directly or through agents that we or the selling shareholders designate. The prospectus supplement names any agent involved in the offering and sale and states any commissions we or the selling shareholders will pay to that agent. Unless indicated otherwise in the prospectus supplement, any agent is acting on a best efforts basis for the period of its appointment.

Institutional Investors

Unless otherwise indicated in the prospectus supplement, we or any selling shareholders will authorize underwriters, dealers or agents to solicit offers from various institutional investors to purchase securities. In this case, payment and delivery will be made on a future date that the prospectus supplement specifies. The underwriters, dealers or agents may impose limitations on the minimum amount that the institutional investor can purchase. They may also impose limitations on the portion of the aggregate amount of the securities that they may sell. These institutional investors include (i) commercial and savings banks; (ii) insurance companies; (iii) pension funds; (iv) investment companies; (v) educational and charitable institutions; and (vi) other similar institutions as we or any selling shareholders may approve.

The obligations of any of these purchasers pursuant to delayed delivery and payment arrangements will not be subject to any conditions. However, one exception applies. An institution’s purchase of the particular securities cannot at the time of delivery be prohibited under the laws of any jurisdiction that governs the validity of the arrangements or the performance by us or the institutional investor.

 

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Indemnification

Agreements that we or any selling shareholders have entered into or may enter into with underwriters, dealers or agents may entitle them to indemnification by us against various civil liabilities. These include liabilities under the Securities Act of 1933, as amended. The agreements may also entitle them to contribution for payments which they may be required to make as a result of these liabilities. Underwriters, dealers or agents may be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.

 

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LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, certain legal matters with respect to U.S. federal and New York State law will be passed upon for PagSeguro Digital by Paul Hastings LLP. The validity of the Class A common shares offered pursuant to this prospectus and other legal matters as to Cayman Islands law will be passed upon for PagSeguro Digital by Conyers Dill & Pearman. Legal matters as to Brazilian law will be passed upon for PagSeguro Digital by Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados. Any underwriters will also be advised about certain legal matters by their own counsel, which will be named in any applicable prospectus supplement.

 

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EXPERTS

The consolidated financial statements incorporated in this registration statement by reference to the 2018 20-F have been so incorporated in reliance on the report of PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as providing indemnification against civil fraud or the consequences of committing a crime.

The registrant’s Articles of Association provide that each director or officer of the registrant shall be indemnified out of the assets of the registrant against all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities, judgments, fines, settlements and other amounts (including reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation (collectively “Losses”) incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or fraud, in or about the conduct of our Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of such person’s duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any Losses incurred by such director or officer in defending or investigating (whether successfully or otherwise) any civil, criminal, investigative and administrative proceedings concerning or in any way related to our Company or its affairs in any court whether in the Cayman Islands or elsewhere.

Under the indemnification agreements entered into with our directors and officers, the form of which has been filed as Exhibit 10.11 to our registration statement on Form F-1 filed on December 26, 2017, PagSeguro Digital has agreed to indemnify and hold harmless its directors and officers against certain liabilities and expenses incurred by them in connection with claims made by reason of their being such a director or officer.

Also, the registrant expects to maintain director’s and officer’s liability insurance covering its directors and officers with respect to general civil liability which he or she may incur in his or her capacity as such.

The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification by the underwriters of the registrant and its directors and officers for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that these liabilities are caused by information relating to the underwriters that was furnished to us by the underwriters in writing expressly for use in this registration statement and certain other disclosure documents.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 9. Exhibits.

See Exhibit Index beginning on page II-5 of this registration statement.

 

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Item 10.              Undertakings.

(a)        The undersigned Registrant hereby undertakes:

(1)        To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)        to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933

(ii)        to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)        to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement,

provided, however, that clauses (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration statement.

(2)        That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)        To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)        To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Form F-3.

 

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(5)        That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)        each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)        each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6)        That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)        any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)        any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)        the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv)        any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(b)        The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a)

 

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or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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EXHIBIT INDEX

 

Exhibit

  

Description

1.1*    Form of Underwriting Agreement for Class A common shares.
5.1    Opinion of Conyers Dill & Pearman, Cayman Islands legal counsel of the Registrant.
10.1†    English translation of the Colocation Agreement, dated as of July  2, 2019, between PagSeguro Internet S.A. and UOL Diveo Tecnologia Ltda., including Technical Proposal – Colocation – OPT 19/27357-C, dated as of July  25, 2019, from UOL Diveo Tecnologia Ltda. to PagSeguro Internet Ltda.; Business Proposal – PagSeguro – Tamboré Colocation Site – OPT 19/27357, dated as of July  25, 2019 from UOL Diveo Tecnologia Ltda. to PagSeguro Internet Ltda.; Technical Proposal – Colocation – OPT 19/27358-C, dated as of July  25, 2019, from UOL Diveo Tecnologia Ltda. to PagSeguro Internet Ltda.; Business Proposal – PagSeguro – Glete Colocation Site – OPT 19/27358, dated as of July 25, 2019 from UOL Diveo Tecnologia Ltda. to PagSeguro Internet Ltda.
10.2    English translation of the Long-Term Incentive Plan – Goals (LTIP-Goals) – PagSeguro Internet S.A., dated as of December 18, 2018 and ratified on August 7, 2019.
10.3†    English translation of Software Development and Implantation Services Agreement, dated as of July  15, 2019, between PagSeguro Internet S.A. and Compasso Tecnologia Ltda., including Service Agreement for Financial Conciliation System, dated as of August  13, 2019, between PagSeguro Internet S.A. and Compasso Tecnologia Ltda.; Technical/Commercial Proposal – PagSeguro – Squad 1 – Financial Conciliation System – PS-20190725.10v2, dated August 7, 2019; Service Agreement for API Development, dated as of August 13, 2019, between PagSeguro Internet S.A. and Compasso Tecnologia Ltda.; Technical/Commercial Proposal – PagSeguro – Squad 2 – API Development – PS-20190725-11v2; and Annex II – Information Security and Data Protection of the Contractor
10.4†    Technical Proposal – Public Cloud – OpenStack – OPT 19/26357-A, dated as of May  29, 2019, from UOL Diveo Tecnologia Ltda. to PagSeguro Internet S.A., and Business Proposal – PagSeguro – OpenStack – OPT 19/26357, dated May 29, 2019, from UOL Diveo Tecnologia Ltda. to PagSeguro Internet S.A.; governed by UOL Diveo Tecnologia Ltda. Form of Cloud IT Solution Agreement, registered on April 5, 2018 at the 8th Public Registry of Deeds and Documents and UOL Diveo Tecnologia Ltda., and Form of UOL Cloud Agreement, registered on December 6, 2018 at the 8th Public Registry of Deeds and Documents, respectively.
10.5†    Technical Proposal – VirtuStream – OPT 19/26358-A, dated as of May  29, 2019, from UOL Diveo Tecnologia Ltda. to PagSeguro Internet S.A., and Business Proposal – PagSeguro – VirtuStream – OPT 19/26358 and 19/26868, both governed by UOL Diveo Tecnologia Ltda. Form of UOL Cloud Agreement, registered on December 6, 2018 at the 8th Public Registry of Deeds and Documents.
21.1    Subsidiaries of the Registrant
23.1    Consent of PricewaterhouseCoopers Auditores Independentes

 

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23.2    Consent of Conyers Dill & Pearman, Cayman Islands legal counsel of the Registrant (included in Exhibit 5.1).
24.1    Powers of Attorney (included on signature page to the registration statement).

 

 

* To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed or furnished under the Exchange Act and incorporated by reference.

† Certain identified confidential information has been redacted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, State of São Paulo, Brazil, on October 15, 2019.

 

PAGSEGURO DIGITAL LTD.

By:  

/s/ Eduardo Alcaro

Name:   Eduardo Alcaro
Title:   Chief Financial and Investor Relations Officer,
Chief Accounting Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eduardo Alcaro their attorney-in-fact, with the power of substitution, for them in any and all capacities, to sign any amendment or post-effective amendment to this registration statement on Form F-3, including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act with respect hereto and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities of Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

 

/s/ Luis Frias

   Principal Executive Officer and
Director
  October 15, 2019

 

Luis Frias

/s/ Eduardo Alcaro

   Chief Financial and Investor
Relations Officer, Chief
Accounting Officer and Director
 

October 15, 2019

 

 

 

Eduardo Alcaro

/s/ Ricardo Dutra da Silva

  

 

Executive Officer and Director

  October 15, 2019

 

Ricardo Dutra da Silva

/s/ Maria Judith de Brito

  

 

Director

  October 15, 2019

 

Maria Judith de Brito

/s/ Noemia Gushiken

  

 

Director

  October 15, 2019

 

Noemia Gushiken

/s/ Marcos de Barros Lisboa

  

 

Director

  October 15, 2019

 

Marcos de Barros Lisboa


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Signature

  

Title

 

Date

/s/ Cleveland Prates Teixeira

  

 

Director

 

October 15, 2019

 

 

Cleveland Prates Teixeira

/s/ Richard Arthur

  

 

Authorized U.S. Representative

 

October 15, 2019

 

 

Richard Arthur
Assistant Secretary on behalf of Cogency Global Inc.

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Section 2: EX-5.1 (EX-5.1)

EX-5.1

Exhibit 5.1

 

LOGO     

CONYERS DILL & PEARMAN

 

SIX, 2nd Floor, Cricket Square

PO Box 2681, Grand Cayman KY1-1111

Cayman Islands

T +1 345 945 3901

 

conyers.com

15 October 2019     

Matter No: 712166

Doc Ref: Legal – 15980810.5

 

PagSeguro Digital Ltd.

Av. Brigadeiro Faria Lima, 1384

4º andar, parte A

São Paulo, SP, 01451-001

Brazil

    

 

+1 345 814 7759

[email protected]

Dear Sirs

Re: PagSeguro Digital Ltd. (the “Company”)

We have acted as special Cayman Islands legal counsel to the Company in connection with an automatic shelf registration statement on Form F-3, including the related base prospectus (the “Base Prospectus”) and all amendments or supplements thereto (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof under the U.S. Securities Act of 1933, as amended (the “Securities Act”) allowing for offerings from time to time of Class A common shares of the Company, par value US$0.000025 each, (the “Shares”), by the Company and/or certain selling shareholders (each a “Selling Shareholder”).

For the purposes of giving this opinion, we have examined an electronic copy of the Registration Statement. We have also reviewed (i) the amended and restated memorandum and articles of association of the Company adopted by shareholder resolution dated 4 January 2018 (the “Amended M&A”); (ii) minutes of meetings of the directors of the Company (the “Board”) dated 11 October 2019 and minutes dated 11 October 2019 of a meeting of the members of the offering committee appointed by the Board with authority to approve the Registration Statement, offering of the Shares and incidental matters related thereto (together, the “Resolutions”); (iii) a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 11 October 2019 (the “Certificate Date”); and (iv) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, other than those dealing with matters of Cayman Islands law; (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, in compliance with the Company’s memorandum and articles of association in effect at


the time and remain in full force and effect and have not been rescinded or amended; and (e) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering from time to time of the Shares as described in the Registration Statement and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

 

1.

The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date (meaning solely that it has not failed to make any filing with any Cayman Islands government authority or to pay any Cayman Islands government fee which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of the Cayman Islands).

 

2.

In the event of a primary offering, upon the due authorisation and issuance of the Shares and payment of the consideration therefor, such Shares will be legally issued, fully paid and non-assessable (meaning that no further sums are payable by the holders thereof to the Company on such Shares).

 

3.

In the event of a secondary offering, when transferred by a Selling Shareholder, the transfer thereof recorded in the register of members of the Company and paid for as described in the Registration Statement, any corresponding prospectus supplement and any underwriting agreement, the Shares (which may include shares that are as at the date hereof Class B common shares and, prior to the closing date of such offering, are to be converted into Class A common shares by the Selling Shareholder in accordance with the Amended M&A) will remain legally issued, fully paid and non-assessable (meaning that no further sums are payable to the Company on such Shares).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Enforceability of Civil Liabilities” and elsewhere in the Base Prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully
/s/ Conyers Dill & Pearman
Conyers Dill & Pearman

 

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Section 3: EX-10.1 (EX-10.1)

EX-10.1

Exhibit 10.1

REDACTED COPY

Certain identified confidential information has been redacted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Confidential portions of this Exhibit are designated by [*****].

COLOCATION AGREEMENT

CT No.: 02827/19

By this private instrument, on one side,

PAGSEGURO INTERNET S.A., a company headquartered in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima No. 1384, 4th floor – Part A, Jardim Paulistano, Brazil, CEP 01451-001, enrolled with the National Register of Legal Entities of the Ministry of Finance (CNPJ/MF) under No. 08.561.701/0001-01, hereinafter referred to as “CLIENT”, and on the other side,

UOL DIVEO TECNOLOGIA LTDA., a company established at Alameda Barão de Limeira, 425, 1st floor, Campos Elíseos, in the City of São Paulo, State of São Paulo, enrolled with the CNPJ under No. 01.588.770/0001-60, and branches at Avenida Ceci, 1850, in the City of Barueri, State of São Paulo, duly enrolled with the CNPJ under No. 01.588.770/0008-36, at Alameda Glete, 700 – 2nd floor, Campos Elíseos, in the City of São Paulo, State of São Paulo, enrolled with the CNPJ under No. 01.588.770/0011-31 and at Alameda Barão de Limeira, 425 – 2nd floor, Campos Elíseos, in the City of São Paulo, State of São Paulo, enrolled with the CNPJ under No. 01.588.770/0010-50, hereinafter simply referred to as “UOL DIVEO

have decided to enter into this Colocation Agreement (“Agreement”), pursuant to the following terms and conditions established below.

SECTION ONE - PURPOSE

1.1.    This Agreement has as purpose the contracting of Colocation services by the CLIENT, which includes the assignment of a physical site and of IT infrastructure, pursuant to the conditions described in the Technical and Business Proposal (“Proposal”) and/or in the respective Purchase Order and in the SLA Exhibit, which shall be integral parts of this Agreement, together with Exhibit I – Colocation Technical Specifications and Exhibit II – SLA.

1.1.1.     In the event of any discrepancy or doubt between the terms of this Agreement and the Proposal or any other documents, the Agreement’s term shall prevail.

1.2    In addition to the activities described above, the CLIENT may contract management services, as described in the Proposal and/or the Purchase Order.

1.3    UOL DIVEO is entitled to assign, by mutual agreement with the CLIENT, a new area in its Data Center, with the same conditions of the contracted area, upon previous written notice, at least thirty (30) days in advance.

1.4    Rack powering means:

1.4.1     Powered rack – closed rack to be used in a shared environment, or open rack, to be used in a cage environment or dedicated room, delivered at UOLDIVEO DC, in the respective room, with installed power circuit and switch connected to the PDU.


1.4.2     Unpowered rack – corresponding space and/or closed rack to be used in a shared environment, or open rack, to be used in a cage environment or dedicated room, delivered at UOLDIVEO DC, in the respective room, with installed power circuit, though switch unconnected to the PDU, which shall be formalized under section 2.3 of the agreement. After the rack is delivered and installed, the CLIENT shall have up to 3 months to energize it. After that period, the amount for an unpowered rack as per prices established in the Chart of Section 2.1 below shall be charged.

1.4.3    The space for each rack is 21.5 ft² (2.0 m²).

SECTION TWO – PRICES AND ADJUSTMENT

2.1.    The following prices apply to Colocation:

 

List of Unit Price

[*****]

   Tamboré      Glete  

[*****]

     [*****      [*****

[*****]

     [*****      [*****

[*****]

     [*****      [*****

[*****]

     [*****      [*****

2.1.1.     In the event of creation, establishment or change of taxes, UOL DIVEO may revise the amounts included in the billing document in order to match such changes.

2.2.    The parties hereby elect IPCA as the monetary adjustment index, applicable to the prices included in the Chart above, taking into account the IPCA variation during the twelve (12) months before the beginning of the service provision. If the index is not available, or if permitted by law or by court order, the official index replacing IPCA shall be applied, or if it does not exist, another index with a monthly variation, calculated on a pro-rata basis, which best reflects the inflationary effects of the national currency.

2.2.1.    If the applicable index has its publication delayed or if it is not published, UOL DIVEO shall issue the invoices using the last published index. Promptly after the subsequent publication of such index, UOL DIVEO shall issue invoices for the payment and/or refund of the difference between the amount previously charged and the amounts actually due.

2.3.    For the purposes hereof, Activation Agreement means the document to be signed by the CLIENT, after the completion of suitability and acceptance tests for the contracted items, and such tests shall be performed together with UOL DIVEO.

2.3.1. The Activation Agreement must be executed by the CLIENT within five (5) days after the availability notice submitted by UOL DIVEO regarding the contracted items, subject to the provisions in section 11.5. If the CLIENT does not execute the Activation Agreement or does not manifest itself to reject the Colocation within the term mentioned above, the activation shall be deemed accepted by the CLIENT.

2.4    If the CLIENT contracts telecommunication services directly from third parties, the CLIENT shall reimburse all incurred expenses to UOL DIVEO for the infrastructure use by the CLIENT.

SECTION THREE – PAYMENT METHOD

3.1.    The CLIENT shall have [*****] to pay the invoices after their issuance date. Such issuance shall always be performed [*****].

[*****]  Confidential information redacted


3.2.    Non-payment at the due date of all and any amounts charged based on this Agreement shall result in [*****].

3.2.1.    Colocation may be interrupted if the default by the CLIENT lasts for [*****] after the due date, and in such case, the Colocation shall not be resumed until all amounts due are fully paid, without prejudice to UOL DIVEO’s right to promptly terminate this Agreement, [*****].

SECTION FOUR – OBLIGATIONS OF THE CLIENT

4.1    Without prejudice to any other obligation provided herein, the CLIENT undertakes:

4.1.1     To provide, in writing, all technical information that may be requested by UOL DIVEO.

4.1.2     Unless the parties agree otherwise, the CLIENT shall be responsible for including in its facilities the entire infrastructure needed in order for UOL DIVEO’s equipment to be installed, according to the specifications to be provided by UOL DIVEO.

4.1.3     To allow the installation of UOL DIVEO’s equipment in the CLIENT’s facilities, whenever applicable.

4.1.4     To execute the Activation Agreement for the contracted items, as soon as the operation starts, as a condition for the start and continuity of the Colocation.

4.1.5     To not sell, bind, pledge, lease or offer as guarantee, or in any way dispose of any equipment, including hardware and software, owned by UOL DIVEO, which shall remain as UOL DIVEO’s property until the end of the contracting period.

4.1.6     To refrain from repairing, modifying or even adding new components or connections, or changing in any way the Data Center installations, as well as the equipment owned by UOL DIVEO, without prior written consent from UOL DIVEO.

4.1.7     To perform all payments due for the contracted items, pursuant to the provisions in this Agreement and the relevant Purchase Orders.

4.1.8     To bear all expenses arising from commuting, accommodations and meals of UOL DIVEO’s technicians to the CLIENT’s facilities, throughout the effectiveness hereof, provided that previously agreed between the parties.

4.1.9    The CLIENT is liable for proper license use within its environment throughout the effectiveness of the Agreement, and it shall be aware of and comply with the rules to use such licenses. Any penalty or fine that may be applied by the licensing company to UOL DIVEO shall be passed on to the CLIENT.

4.1.9.1    If the licensing company notifies UOL DIVEO about carrying out an audit to verify the use of licenses, the CLIENT shall be responsible for taking all necessary measures to comply with the request, and any penalty or fine that may be applied by the licensing company to UOL DIVEO shall be passed on to the CLIENT.

SECTION FIVE – OBLIGATIONS OF UOL DIVEO

5.1    Without prejudice to any other obligations provided herein, UOL DIVEO undertakes:

5.1.1     To provide Colocation as contracted and described in section 1.1.

5.1.2     To bear all expenses arising from labor and social security charges of its employees throughout the effectiveness of this Agreement and the relevant Purchase Order.

5.1.3     To perform preventive and corrective maintenance of items provided by UOL DIVEO.

[*****]  Confidential information redacted


5.1.4     After the installation is completed, to complete all tests together with the technical personnel of the CLIENT for it to execute the Activation Agreement for each Purchase Order.

SECTION SIX – INTERNET USE

6.1.     When applicable, that is, if the Internet provision has been contracted or is available to the CLIENT, the provisions below shall be complied with:

6.1.1.    The CLIENT agrees to (i) comply with all local, domestic and international laws and regulations that govern Internet use; (ii) be aware and comply with the “Use Policy” available at UOL DIVEO’s website (http://www.uoldiveo.com), which prohibits some activities, such as (a) obtaining or trying to obtain unauthorized access to another account, host or network (hacking) and (b) distributing, placing and submitting messages to entities that do not expressly request such messages (also known in the industry as spamming).

6.1.2.     UOL DIVEO reserves the right to, in case any breach to the section above is verified and proved, especially regarding spamming, in case no agreement has been reached with the CLIENT 24 hours after written notice of such, deactivate any items provided thereto, if the problem has not been solved, UOL DIVEO may promptly interrupt the associated services, and the CLIENT must maintain all obligations related to this Agreement, including the payment obligations, subject to the sanctions provided in section 3.2.1.

6.1.3.    The CLIENT is aware that the Internet is not owned by UOL DIVEO and that it is not operated, managed nor in any form affiliated to UOL DIVEO. Thus, all the content, services, information and other material that may be offered, made available or accessed through the Internet are provided solely by third parties not affiliated to UOL DIVEO.

6.1.4.    The Internet use by the CLIENT, by the CLIENT’s clients or by any other authorized user is the sole responsibility of such user and he/she shall be subject to all applicable laws and regulations. UOL DIVEO does not guarantee uninterrupted or flawless Internet access, or that any information, software or other material that may be accessed through the Internet is free of virus, harmful code, worms or any other harmful components.

6.1.5.    The CLIENT also understands that the Internet includes materials that have not been edited, some of which are sexually explicit or may be offensive to some people, and that the CLIENT’s access to such material is its sole responsibility. UOL DIVEO cannot control and has no liability over such materials.

6.1.6.    If the CLIENT contracts firewall items, with the purpose of mitigating the CLIENT’s risks when accessing the Internet, UOL DIVEO shall not be liable for any issues that the CLIENT may experience with hacking, and the CLIENT is aware that hacking may occur within the company’s own environment, and UOL DIVEO does not provide any type of security for such type of hacking, except if exclusively caused by UOL DIVEO’s employees.

6.1.6.1.     The application of security filters shall be performed, at all times, from the external to the internal environment (external meaning the Internet), and the reverse way is not applicable. Thus, if the CLIENT is performing acts breaching the Acceptable Use Policy, UOL DIVEO may apply penalties also provided in agreement.

SECTION SEVEN – EFFECTIVENESS AND TERMINATION

7.1.     This agreement shall become effective on July 1st, 2019 and remain in force for the period of five (5) years. It may be renewed for an additional period of three (3) years if the CLIENT chooses so.

7.1.1.    If the CLIENT terminates it prior to execution of the Activation Agreement, or within forty-eight (48) hours after the notice of availability of the items contracted by UOL DIVEO, the latter shall bear all installation costs associated to the Colocation.


7.2.    This Agreement may be immediately terminated by any of the parties, with cause, in the following events:

(a)    if the other party breaches any clauses or conditions established herein and does not remedy such default within thirty (30) days after the date such party receives written notice from the aggrieved party;

(b)    if the other party files for bankruptcy or judicial or extrajudicial reorganization; or

(c)    by force majeure or Act of God, pursuant to the Civil Code.

7.2.1.    Regardless of the time left to remedy the default, provided in item a of section 7.2, in the event of breach of section 3.2.1 hereof or in the event of breach of any provision or law by any regulatory agency or governmental authority, the party may promptly terminate this Agreement, without prejudice to the application of a contractual fine, as provided below.

7.3.     The CLIENT may also terminate this Agreement, without any fine, if the services subject matter hereof present an availability index lower than the one provided in EXHIBIT II, for three (3) times within a period of twelve (12) months, by the sole and proven fault of UOL DIVEO.

SECTION EIGHT - ASSIGNMENT

8.1.    The Parties may partially or fully assign and transfer this Agreement, upon prior written communication to the other Party. In the event of corporate reorganization by any of the Parties, within the modalities provided by the applicable corporate law, the successor must subrogate all rights and obligations undertaken herein.

SECTION NINE - CONFIDENTIALITY

9.1.    The parties agree that all information provided by the other party in order to deliver this Agreement shall be deemed confidential (“Confidential Information”) and shall continue to be the sole and exclusive property of the disclosing party (Disclosing Party).

9.2.    None of the parties may disclose the Confidential Information to any person without the prior written consent from the Disclosing Party, except to its employees, contractors or suppliers and/or affiliates who need to know such information for the accurate performance of this Agreement, and they must agree with the terms established herein.

9.3.    The obligations of this section shall survive for a period of two (2) years after the end or termination of this Agreement.

9.4.    The provisions provided in this Section are not applicable to any Confidential Information that: (i) is already known by the Receiving Party on the date the information was disclosed by the Disclosing Party; (ii) is under public domain without any breach by the Receiving Party of the obligations undertaken herein; (iii) is disclosed to the Receiving Party without any restrictions by a third party with legal consent to perform such disclosure; (iv) is independently developed by the Receiving Party; (v) is disclosed due to a law requirement or court order.

9.5    UOL DIVEO may use the CLIENT’s name and trademark in merchandise material and/or at UOL DIVEO’s website (www.uoldiveo.com), provided that the material has been previously approved by the CLIENT.

9.6.    Upon mutual agreement between the CLIENT and UOL DIVEO, UOL DIVEO’s “Electronic Seal”, established below, shall be disclosed at the bottom of the CLIENT’s website, in visible form throughout the whole time someone accesses the website.

9.6.1     The Electronic Seal is a material created by UOL DIVEO to publicly disclose the Colocation on the CLIENT’s website at UOL DIVEO’s Data Center.


9.6.2     UOL DIVEO shall make its Electronic Seal available to the CLIENT, and the CLIENT must submit to UOL DIVEO, for prior approval before the disclosure, the final layout of its webpage with the Electronic Seal included in it.

9.6.3 In the event of termination of the Agreement, regardless of the reason, or upon written request by UOL DIVEO and for any reason, the CLIENT must delete the Electronic Seal from its website within twenty-four (24) hours from the end of the Agreement or the request.

9.6.4 It is expressly prohibited to perform any changes to the content, size, format or characteristics of the Electronic Seal without the prior and express authorization from UOL DIVEO. The Electronic Seal is and shall remain a property of UOL DIVEO.

SECTION TEN - LIABILITY

10.1.    In the event that any of the availability levels is not complied with, as described in Exhibit I, due to UOL DIVEO’s proven fault, exceeding the minimum availability period, the CLIENT shall be entitled to a credit on the month subsequent to the interruption, as compensation.

10.2.    None of the parties shall bear the costs of indemnification related to losses and damages, loss of profits and/or direct damages incurred by virtue of this Agreement, in an amount over the sum of the twelve (12) monthly fees before the triggering fact.

10.3.    The parties represent and warrant that no equipment used by them under this Agreement violates any patent, copyright, trade secret or any other property rights, including intellectual rights, of the other party or any third party, and it shall not interfere with the operation of UOL DIVEO’s equipment or resources.

10.4.    The parties represent and warrant that they acknowledge, agree and shall comply with all laws, rules and regulations applicable to this Purchase Order/Agreement, and to the activities to be performed by them hereunder.

10.5.    UOL DIVEO shall solely bear all labor, social security, tax and occupational insurance obligations that may arise from the employment bond between UOL DIVEO and its employees, agents or any other professionals assigned to work on the Colocation and other contracted items.

SECTION ELEVEN – DATA AND INFORMATION PROTECTION

11.1    The information provided by the CLIENT for the performance of this Agreement – which may include, without limitation, customer or third-party information – may only be stored by UOL DIVEO in encrypted form, pursuant to applicable legislation. Data made available to UOL DIVEO is solely and exclusively aimed at the provision of services subject matter of this Agreement, and under no circumstance UOL DIVEO may change such purpose without express and written instruction from the CLIENT, subject to liability for damages and indemnification.

11.1.1    UOL DIVEO shall promptly notify by writing the CLIENT in the event of any (i) violation to the information security procedures; (ii) unauthorized access or change, disclosure or use of data provided by the CLIENT. Such notice shall include measures taken or set forth by UOL DIVEO to remedy the situation. If a security breach is verified, UOL DIVEO must immediately track and/or retrace the steps up to the breach and remedy it.

11.2    UOL DIVEO acknowledges that the unauthorized disclosure of data provided by the CLIENT may result in irreparable damages and that, in the event of violation or threat of violation of any such obligations, UOL DIVEO shall be liable for the damages and indemnification of any type – caused to the CLIENT and/or third parties – arising from the use of such data without compliance with the terms provided herein.

11.3    UOL DIVEO represents to acknowledge and agree with the CLIENT’s Privacy Policy, which is available at: https://sobrePAGSEGURO.noticias.PAGSEGURO.com.br/normas-de-seguranca-e-privacidade.html.


SECTION TWELVE – FIGHT AND PREVENTION AGAINST CORRUPTION AND MONEY LAUNDERING

12.1.    UOL DIVEO represents, on its behalf and on behalf of its Representatives, as defined below, that it acts in compliance with all laws, regulations, guidelines, policies and any other provisions related to fighting and preventing corruption and money laundering, including, but not limited to: (i) applicable Brazilian law, (ii) Foreign Corrupt Practices Act (FCPA), (iii) international conventions and pacts to which Brazil is a party, and (iv) the CLIENT’s guidelines and policies.

12.1.1.     Representatives. For the purposes of this Section, “Representatives” are all persons who are a part of its economic groups, partners, managers, officers, directors, business partners, attorneys-in-fact, advisors, consultants, employees, agents, contractors or any other third parties directly or indirectly related to UOL DIVEO, as well as any individual or legal entity, including those that directly or indirectly exercise control over such legal entity, as well as its parent companies, subsidiaries, affiliates and companies under common control, pursuant to Law No. 6.404/1976.

12.1.2.     UOL DIVEO represents to acknowledge all of the CLIENT’s policies associated to fighting and preventing corruption and money laundering and that it has not performed nor will perform any acts or practices that directly or indirectly involve the offer, promise, bribery, extortion, authorization, solicitation, acceptance, payment, delivery or any other act related to undue pecuniary advantage or any other unlawful advantage violating the laws provided above or any other applicable law.

12.1.3.     UOL DIVEO undertakes to inform about and to perform trainings with all of its Representatives on the provisions of this Section and regarding anti-corruption and anti-money laundering practices, and also to implement, if it has not implemented before, policies, guidelines and rules conforming to the practices established herein.

12.1.4.     UOL DIVEO undertakes to notify the CLIENT if any of its Representatives have already exercised or currently exercise any role as Public Authority, as defined below, as well as to disclose all family relationships or close personal relationships of its Representatives with any Public Authority.

12.1.5.     Public Authority. For the purposes hereof, “Public Authority” means, without limitation, any person, agent, employee or contractor exercising activities in departments, institutions, associations, entities or bodies of the direct or indirect public administration, as well as any employee, family member, relative or personal close relationships.

12.1.6.     Non-compliance with the provisions herein established by UOL DIVEO or by its Representatives shall be considered a critical breach and may result in the contractual termination by the CLIENT, which may, at its sole discretion, promptly suspend compliance with its obligations hereunder. The violation of this Section, by UOL DIVEO or its Representatives, also results in the obligation of indemnifying the CLIENT for any losses and damages.

12.1.7.     UOL DIVEO agrees that the CLIENT may, at its sole discretion, audit UOL DIVEO regarding any information and/or document, with the purpose of monitoring compliance with the provisions established in this Section. Such audit may be carried out by the CLIENT or by a third party assigned and paid by the CLIENT, and UOL DIVEO must, at all times, ensure wide and full access to all associated documents.

12.1.8.     UOL DIVEO undertakes to promptly notify the CLIENT in the event of any breach, or suspicion of breach, or any irregular situation that may arise against the CLIENT’s internal conducts and policies, as well as the Brazilian legislation with regard to fighting and preventing money laundering and corruption, and international conventions and agreements which govern the matter.

SECTION 13 – ANTI-CORRUPTION

13.1     The Parties and their officers, directors, employees, and/or representatives and attorneys-in-fact undertake to comply with the Brazilian laws and faithfully undertake to not exercise any act, which may be directly or indirectly framed as corruption or harmful act against the national or foreign public administration, pursuant to article 5 of Brazilian Federal Law No. 12,846/2013, such as offering undue payments and/or promises, rewards, prizes or any other direct or indirect advantage to public agents, employees of the State under any branch, political parties and their employees, as well as agents or employees of foreign public administration. The violation of any Anti-corruption Law by the Party shall be considered a critical breach and entitles the other Party to immediate contractual termination.


13.2     The Party shall not be liable for any actions and/or omissions of any type, losses and damages, loss of profits resulted from or related to the violation of any anti-corruption laws by the breaching Party, including its officers, directors, employees and/or representatives.

13.3     The breaching party shall indemnify and hold the other Party and/or its officers, directors, employees and/or representatives harmless from any loss, claim, fine, costs or any expense incurred by the Party arising from any breach provided in this Section or any Anti-corruption Laws.

13.4    Without prejudice to the applicable legal measures, both Parties acknowledge and agree that they shall provide all relevant data and information when requested by the competent authorities, in the event any procedure is instated with the purpose of assessing violations of anti-corruption laws applicable to this Agreement.

SECTION FIFTEEN – BACEN

15.1    It is hereby agreed between the Parties that PAGSEGURO may amend or terminate the Agreement, without any lien, fine or penalty, upon simple notice to UOL DIVEO, with the purpose of adjusting this instrument to industry rules, mainly, but not limited to, the rules established by the Brazilian Central Bank - BACEN.

SECTION SIXTEEN – GENERAL PROVISIONS

16.1.     The parties hereby acknowledge that the voidness or invalidity of any of the contractual clauses shall not change the effectiveness of the other clauses and the agreement.

16.2.     The forbearance, by any of the parties, to any non-compliance with the conditions herein established shall represent simple liberality, and it shall not constitute contractual novation or waiver of any rights and it may be exercised by the aggrieved party at any time.

16.3.     This Agreement may not be changed, except by written amendment executed by both parties.

16.4.     Under no circumstance will this contract give the right to a party to represent the other one before any third party.

16.5.     All notices required hereunder shall be delivered in hands, upon receipt protocol or submitted by registered mail to the addresses the parties specified in the Purchase Order, or to any other address specified by one party to the other in writing.

16.6.     The parties may not be held liable for non-compliance with its obligations hereunder in the event of force majeure or acts of God that may temporarily or permanently hinder compliance with any such obligations, pursuant to article 393 of the Brazilian Civil Code. The party who intends to take advantage of the exemption provided in this Section must promptly notify the other party, by writing, of the occurrence of the act of God or force majeure, also informing the estimated duration of such event.

16.7.     The CLIENT represents that the attorneys-in-fact and/or legal representatives executing this instrument are duly empowered pursuant to the respective Bylaws /Articles of Association to undertake all obligations herein provided.

16.8.     This instrument contains the entire agreement between the Parties in connection with its subject matter and replaces and supersedes any previous agreements or contracts with the same purpose. The parties grant full and general release on any previous trade relationship before this Agreement.

16.9.     This instrument voids and supersedes the Colocation Agreement executed between the Parties on 01/01/2017.


16.10.     This Agreement shall be governed by the Brazilian law.

SECTION SEVENTEEN - VENUE

17.1.     The parties hereby elect the courts of the judicial district of São Paulo/SP, to settle any disputes arising out hereof.

IN WITNESS WHEREOF, the Parties have executed this Agreement in two (2) counterparts in the same form and content, together with two witnesses whose names are identified in the relevant Purchase Order.

São Paulo, July 01, 2019.

UOL DIVEO TECNOLOGIA LTDA.

 

    /s/ Marcelo Moojen Epperlein

Name:   Marcelo Moojen Epperlein
CFO – UOL DIVEO
CPF: 083.234.718-35
ID No.:

    /s/ Rogildo Torquato Landim

Name:   Rogildo Torquato Landim
CEO – UOL DIVEO
ID No. (RG) 15.215.531-4
PAGSEGURO INTERNET S.A.

    /s/ Marcio Drumond Araujo

Name:   Márcio Drumond Araújo
ID No.

    /s/ Renato Bertozzo Duarte

Name:   Renato Bertozzo Duarte
CPF:   212.549.598-82
ID No.

    /s/ Artur Gaulke Schunck

Artur Gaulke Schunck
Financial Officer
CPF:   810.895.970-53
WITNESSES:

    /s/ Raphael Bittencourt [illegible]

Name:   Raphael Bittencourt [illegible]
ID No.:   020.523.136-1


EXHIBIT I – TECHNICAL SPECIFICATION FOR COLOCATION SERVICES

1.     UOL DIVEO shall provide access to the DC internal areas with an activated electronic badge per person. The badge belongs to UOL DIVEO and shall be returned upon the end of visitation.

2.     In the event of loss, robbery, theft of or damage to the electronic badge, it shall be immediately notified to the security department of UOL DIVEO, so that such badge is deactivated. UOL DIVEO is not liable for any misuse of the badge, including in relation to the undue access to the equipment of the CLIENT and other contractors. The replacement of the badge shall cost one hundred Reais (R$ 100.00).

3.     The CLIENT shall notify UOL DIVEO about any material addition or removal of equipment (i.e. racks). Installations and removals shall be approved and coordinated by local management of UOL DIVEO.

Space Specifications

4.     The CLIENT shall not hold at risk the Colocation Service nor damage the property of other colocation CLIENTS, UOL DIVEO, the landlord or any other third party or other parties in any form.

5.     The CLIENT shall take all due precautions in order to protect the common property of UOL DIVEO and the landlord, in addition to other equipment nearby that belongs to other clients or to third parties. Precautions include protecting the floor, walls, telecommunication equipment while in movement and to notify UOL DIVEO on any major equipment reorganization, drillings, etc.

6.     The CLIENT shall comply with the good maintenance practices. All waste shall be daily disposed at the cost of the CLIENT. Any waste or empty box not disposed by the CLIENT is subject to removal by UOL DIVEO and any associated charge shall be borne by the CLIENT.

7.     No other items may be stored outside the rack’s assigned space. A minimum of 2.5 ft (75 cm) of free space must be maintained in the front and back of the equipment.

8.     Fuel or hazardous material cannot be stored at the site.

9.     All equipment must be installed within the area assigned to the rack or desk.

10.     Cabling between the racks within the CLIENT’s area, as well as the patch cords (cable connecting the connection panels to the CLIENT’s equipment), must be provided by the CLIENT.

11.     The CLIENT is responsible for connecting the cables for power and DC signal in the Equipment.

12.     The CLIENT shall follow the regular standards set by the telecommunication industry regarding the installation and removal of equipment in a central office environment. UOL DIVEO’s standards must be complied when connecting the cables for the interface with UOL DIVEO. All installations are subject to UOL DIVEO’s approval.

13.     The permanent use of extension cords is not allowed.

14.     All local, state and federal laws shall be complied with. Local requirements related to workers’ union, especially regarding AC electrical work, must also be observed. The general maintenance rules of the building must also be complied with.

15.     The CLIENT shall follow UOL DIVEO’s access procedures, in addition to the procedures required by the owner of Tamboré Data Center. The CLIENT must coordinate its entrance through the client dashboard or the Service Desk.

16.     Visitations are electronically monitored, pursuant to applicable law in force.

17.     Access to the colocation area shall occur upon satisfaction of all security norms, namely:

(c1) prior registration of name and identification document that shall be checked at the visitation;


(c2) registration of fingerprint at the reception and delivery of the badge and,

(c3) presentation and use of valid electronic badge delivered to the CLIENT.

18.     The CLIENT undertakes to notify, in writing, UOL DIVEO on the full identification information of new personnel with authorized access to the colocation area, as well as the removal of any persons.

19.     UOL DIVEO reserves the right to, without prior consent from the CLIENT, although recorded, to provide access to UOL DIVEO’s technicians for security inspections and assessment of compliance with the contractual clauses.

20.     If UOL DIVEO notifies the CLIENT in writing about any violation to the rules above established, or about any other unsafe practice or situation, the CLIENT must remedy the issue within twenty-four (24) hours or provide a written plan to solve the issue in a way that is satisfactory for UOL DIVEO and with a proposed end date. UOL DIVEO may grant, at its sole discretion, additional time. If the problem is not remedied within three days or within the agreed period, whichever is the longest, UOL DIVEO shall have the choice to (i) remedy the problem with all costs borne by the CLIENT, or (ii) terminate the applicable Purchase Order/Agreement and cut the power and connections of the CLIENT’s equipment.

21.     Extreme security violations or conditions that pose immediate threat to the security of UOL DIVEO’s employees or the public security, interfering in the performance of service obligations of UOL DIVEO or that pose immediate threat to the physical integrity of UOL DIVEO’s facilities, shall be subject to immediate remedy by UOL DIVEO without previous notice to the CLIENT. UOL DIVEO shall not be liable for taking the necessary measures with the specific purpose of remedying such violations or conditions, including, but not limited to, any damage to the equipment or any interruption to the Colocation Service. Remedies carried out by UOL DIVEO arising from breaches by the CLIENT shall have all expenses borne by the CLIENT and shall be billed to the CLIENT under UOL DIVEO’s fees in force at the time.

22.     EMERGENCY CONTACT / EQUIPMENT RE-LOCALIZATION: UOL DIVEO shall be entitled to access any Space, at any time, with the purpose of inspection. The CLIENT shall provide UOL DIVEO with a phone number through which UOL DIVEO may reach the CLIENT 24/7, with the purpose of notifying and solving any issues related to each Colocation Purchase Order. The CLIENT shall also provide such number somewhere visible on the installed Equipment at the Space.

23.     UOL DIVEO also reserves the right to require, at any time during the Term of the Colocation Service of any Space, or during any period of renewal, the CLIENT to move the Equipment to another Space at the same Location, with similar environmental conditions and accessibility to the Equipment, provided that upon prior written notice, thirty (30) days in advance. In case of emergency, such notice term may be reduced to a shorter period that may be reasonable under the circumstances.

24.     CONDUCT IN LOCATION AND SPACE: The CLIENT shall comply with all basic conduct rules established by UOL DIVEO and by any holder or owner of each Location or Space. Such rules include, without limitation, the prohibition to smoke in the Space and Location. Also, the CLIENT is required to maintain each Site and Space in proper clean and safe conditions, which includes, without limitation, keeping all hazardous material, hazardous waste and/or pollutants duly stored or disposed, in any place at any Space or in any Site.

25.     Any material that is not IT equipment or tools to install the equipment shall not enter the Data Center environment. Other materials must be kept in lockers at the reception.


EXHIBIT II – Colocation Service Level Guarantees

1.    UOL DIVEO shall maintain a minimum monthly Colocation availability of [*****]%.

2.    Minimum Colocation availability means the assessed availability of: electrical power, air-conditioning and security, in the period of one (1) month.

2.1     For purposes of measuring this SLA, the regular supply levels are:

a)     Electrical Power:

i)     In the available spaces, the voltage shall be 208V, with a maximum variation of +/- 20V and the frequency of 60 Hz, with a maximum variation of +/- 3Hz. For variations above the specifications for acceptable periods, it is hereby established as acceptable limits the CBEMA/ITIC curve with its tolerance limits.

ii)     The supply of electrical power in alternating current shall be made through two different lines or circuits. In order to benefit from the redundancy and, therefore, the minimum availability of the Colocation services (SLA), the CLIENT must provide equipment with at least two power sources covering active redundancy. Thus, when a line or a variation of the parameters is off, the SLA is not breached.

(b)     Air-conditioning:

i)     The temperature at the racks’ environment shall be 22°C, with a maximum variation of +3°C and -5°C (average measurements in cold aisle 4 ft (1.2 m) from the floor).

ii)     Relative air humidity in the racks’ environment shall be 50%, with a maximum variation of +20% and -15% (average measurements in cold aisle 4 ft (1.2 m) from the floor).

(c)     Security:

i)     The environment shall be monitored 24/7/365 through a camera surveillance system and the images shall be stored for ninety (90) days.

ii)     The Data Center environment, when cage is contracted, shall be provided with a system with magnetic closed access control and opening device that works with electronic badge and biometry, and access information shall be stored for 6 months.

3.    The supply of electrical power in alternating current shall be made through two different lines or circuits. In order to benefit from the redundancy and, therefore, the minimum availability of the Colocation services, the CLIENT must provide equipment with at least two power sources covering active redundancy.

4.    If the Service Levels specified in the sub-items below are not fulfilled, UOL DIVEO shall bear the penalties, as shown in the chart below:

 

Actual Availability of Monthly Service

   Monthly Bill Credit Percentage  

From [*****]% to [*****]%

     [*****] monthly fee  

From [*****]% to [*****]%

     [*****] monthly fee  

From [*****]% to [*****]%

     [*****] monthly fee  

From [*****]% to [*****]%

     [*****] monthly fee  

Under [*****]%

     [*****] monthly fee  

[*****]  Confidential information redacted


5.    SLA credits shall not be granted in the following cases:

5.1     Scheduled Maintenance. Interruptions scheduled by UOL DIVEO with purposes of preventive and/or remedial maintenance of the services established herein. “Schedule Maintenance” is deemed as maintenance notified to the CLIENT by e-mail, telephone or other communication means, forty-eight (48) hours in advance, between 02:00 and 06:00 AM.

5.2     Power or network unavailability due to Scheduled Maintenance or any unavailability resulting from the circuits, infrastructure, applications or equipment owned by the CLIENT or any use or user authorized by the CLIENT, or interruptions scheduled by the CLIENT.

5.4     When the CLIENT prevents UOL DIVEO from having access to where the equipment is located, for any reason, thus, delaying the performance of the services.

6.    Whenever there is unavailability, UOL DIVEO must grant the discount within 2 months after the accident, in the subsequent invoices.

7.    UOL DIVEO shall grant the CLIENT, through official contact or through the administrative website provided to the CLIENT, with a monthly analytical report listing all unavailabilities that constitute a breach to this SLA and scheduled maintenances informing the subject matter of such, when it started, when it ended, how long did each unavailability lasted for, as well as the consolidation of the SLA achievement and the penalties applicable up to the fifth (5th) business day from the month subsequent to the analyzed period.

8.    The CLIENT, at its sole discretion, may terminate the agreement if UOL DIVEO breaches this SLA three (3) times within a 12-month period.


UOL Diveo

PAGSEGURO INTERNET LTDA

TECHNICAL PROPOSAL

COLOCATION


Introduction

São Paulo, July 25, 2019

Reference to UOL Diveo Proposal OPT 19/27357-C

Attn: Mr. Raphael Bittencourt Simões Costa

As an answer to your request, we hereby submit a proposal of integrated solution for technology and services to meet PAGSEGURO INTERNET LTDA’s expectations regarding IT infrastructure services.

We would like to provide PAGSEGURO INTERNET LTDA with our experience with high-quality services provided to the corporate market. We have designed this Proposal as a commitment to offer the best solution to the business needs of PAGSEGURO INTERNET LTDA.

We appreciate the opportunity and remain at your full disposal to clarify any questions that may arise.

Best regards,

 

    /s/ Jhones Fraga

Jhones Fraga
Solution Architect


Confidentiality

All information included herein is strictly confidential and provided with the sole purpose of technically describing UOL DIVEO’s solutions, as requested by PAGSEGURO INTERNET LTDA, and it shall not be used for any other purpose.

Regarding the services described herein, if PAGSEGURO INTERNET LTDA chooses a provider that is not UOL DIVEO, or if it does not select any supplier within 15 days after the date hereof, PAGSEGURO INTERNET LTDA agrees to return all of UOL DIVEO’s exclusive and confidential information, including, but not limited to, this document, and it shall not use nor disclose such information in any way whatsoever in order to obtain an unfair business advantage for itself, its subsidiaries, associations or partners in any way, for subsequent business opportunities in which it may be directly or indirectly competing with UOL DIVEO.

PAGSEGURO INTERNET LTDA shall not partially or fully publish or disclose the information included herein, without UOL DIVEO’s previous written consent. Several names of services and companies referred herein are trademarks. All of such are recognized upon this statement.


Colocation

This proposal covers the services solution managed by UOL DIVEO, named Colocation, which is defined by the provision of hosting infrastructure for EQUIPMENT (servers, security and connectivity equipment, among others) and SOFTWARE (Operating Systems, Databases, Applications, among others) provided and made available by PAGSEGURO INTERNET LTDA.

PAGSEGURO INTERNET LTDA’s environment shall benefit from:

 

 

Internet broadband access through UOL DIVEO’s IP Backbone with high availability and capacity (whenever applicable);

 

 

Redundant Power Supply: with redundant generators, independent UPS and feeding through more than one electrical substation;

 

 

High-precision and redundant air-conditioning system;

 

 

Building Automation System;

 

 

Physical Security through cameras, intrusion detection sensor system, access control systems, etc.;

 

 

Fire detection and prevention system;

 

 

Raised floor;

 

 

Follow-up on service levels, alarms and access features to the Environment through safe website (UOL DIVEO’s Client Dashboard)


Summarized Proposal:

Data Center: Tamboré

Colocation

 

   

19 X Colocation infrastructure in Powered Rack (allowance from 3.1 to 5kW), being:

 

   

17 Racks delivered in room 2.2 (Cage 04);

 

   

2 Racks delivered outside Cage environment, being Racks E34 and F02.

 

   

15 X Colocation infrastructure in Powered Rack (allowance from 5.1 to 8kW), being:

 

   

15 Racks delivered in room 2.2 (Cage 01).

Connectivity:

 

   

Local cross connection, between cages (1 in Fiber and 1 in UTP).

Power:

 

   

Installation of 4 30A circuit breakers per Rack for 5 server Racks with the supply of a 24-outlet power strip per circuit;

 

   

Installation of 4 30A circuit breakers for 3 Exadata and Storage Racks with the supply of a 24-outlet power strip per circuit;

 

   

Installation of 2 30A circuit breakers per Rack for 2 Telecom Racks with the supply of a 24-outlet power strip per circuit.


Cabling:

 

   

Installation of 2 OM3 12-fiber multimode MPO cables from each of the two Telecom Racks to 7 Racks (5 server racks and 2 special future racks), with a total of 28 OM3 multimode MPO cables;

 

   

Installation of 5 OM3 12-fiber multimode MPO cables from each of the two Telecom Racks to 3 special Racks, with a total of 30 OM3 multimode MPO cables;

 

   

Installation of 16 OM3 12-fiber multimode MPO cables connecting the two Telecom Racks;

 

   

All MPO cables ending with DIO at the top of the 12-fiber Racks;

 

   

Installation of 24 cat6 UTP cables in each of the two Telecom Racks all the way to the Meet-me Room, with a total of 48 cables connecting the cage to the Meet-me Room;

 

   

Installation of 12 pairs of LC/PC OM3 multimode fibers in each of the two Telecom Racks all the way to the Meet-me Room, with a total of 24 pairs of LC/PC OM3 multimode fibers connecting the cage to the Meet-me Room.

Racks:

 

   

Provision and installation of 5 600 x 1200 x 48U APC AR3307 Racks – Delivery time: 60 days;

 

   

Provision and installation of 2 800 x 1200 x 48U APC Racks – Delivery time: 60 days.

Cage:

 

   

Cage closing the whole perimeter.

Access Control and CCTV:

 

   

Provision and installation of 4 exclusive cameras with the capacity to record 90 days and one biometric access control at the entrance and badge reader at the exit.


Cage Layout:

[*****]

[*****]  Confidential information redacted


General Provisions

 

 

Installation term: Infrastructure has already been provided. If there are any items to be delivered, they shall be installed within 45 calendar days, except for the network equipment, which may take up to 60 days from the official contact of UOL Diveo’s Project Manager;

 

 

PAGSEGURO INTERNET LTDA shall be responsible for the architecture of its environment, as well as for the tower-to-rack equipment conversion, if needed;

 

 

The Change testing shall only be performed after the client provides or contracts a testing or homologation environment. If such environment is not provided, the change shall be implemented directly in the production environment.

 

 

Both the racks’ internal cabling and the assembly and connection of servers, as well as other equipment in the environment, are not encompassed herein and shall be fully incumbent upon the contracting party;

 

 

PAGSEGURO INTERNET LTDA shall be responsible for purchasing, setting and managing the servers, equipment and software to be hosted at the UOL Diveo’s IDC;

 

 

If PAGSEGURO INTERNET LTDA uses a larger location than the one offered to host its equipment, UOL Diveo is entitled to charge for the relevant additional amount;

 

 

Regarding connectivity, all necessary communication links (except for the IDC Internet broadband access) shall be contracted and managed by PAGSEGURO INTERNET LTDA, and UOL Diveo is responsible for the cross connection (cabling) between the providers room, where the providers’ DGs, with Point of Service at the IDC, and the DG located in the area for PAGSEGURO INTERNET LTDA’s equipment. The cross connection needs must be specified by PAGSEGURO INTERNET LTDA in order to be provided by UOL Diveo. Once the cross connection needs are established, PAGSEGURO INTERNET LTDA is subject to additional charges associated to the cross connections;

 

 

Changes requested by PAGSEGURO INTERNET LTDA in the initial scope of the project may result in additional cost. Such cost may be fully passed on, at UOL Diveo’s discretion;

This Proposal is governed by COLOCATION AGREEMENT No. CT: 02827/19, entered into between the Parties as of July 1st, 2019.


Infrastructure: UOL DIVEO Tamboré Data Center

General Features:

 

 

UOL Diveo Data Center is located in Tamboré at Avenida Ceci, 1850. Within the methodology created by UOL DIVEO, the following criteria were used to establish the Data Center’s location:

 

 

Geographical Location:

 

 

Close to major roads of the State of São Paulo, easy to access. Region with high-availability and high-reliability power grids. Close to Major Corporate Districts; close to Industrial Zones.

 

 

Features of the Location:

 

 

Possibility of Expansion; Parking Lot; Outdoor Space; Car Access; Security.

 

 

Public Services:

 

 

Power; Redundant Power Supply; Fiber Redundancy.

 

 

Physical Location:

 

 

UOL DIVEO’s Data Center is 182,986 ft² (17,000 m²) with full capacity of up to 4,000 racks.

 

LOGO


Redundant Power System:

 

 

The Data Center is located at Condomínio W. T. Technology Park and it is supplied by two high-reliability Eletropaulo (State power concessionaire) Power Grids. Both 88 kV grids are supplied by the Transmission Transformer Stations: Edgar de Souza and Pirituba.

 

 

Any failure in the power supply by the concessionaire will not result in any inconvenience for the clients, since the Data Center has generators, which are set to N+1, ensuring power supply regardless of duration of the concessionaire’s power supply flaw or shortage, because it has fuel tanks of over 47,550 gallons (180,000 liters) of Diesel, ensuring autonomy for 3 days without the need of refueling.

 

 

The Data Center has a set of UPS that automatically takes over the charge during power supply failure until the start of the generator engine groups. Within no more than 2 minutes, the generators start working to re-establish power in alternating current.

 

LOGO


 

The set of non-stop power supply is comprised by four (4) independent systems, and each system has three UPS with a parallel redundant connection, with a total of 12 MVA, and power banks that allow use in its maximum capacity, around fifteen minutes.

 

 

It also has two independent rotary UPS system, with actual installed power of 3.4 MVA, and it may reach three systems with full capacity of 10.2 MVA

 

 

The architecture of the power system supplies for the clients’ racks two independent lines or sources of power stabilized in 208 VAC, coming from different sets of UPS, shielded terminal bars and power distribution panels, ensuring reliability and redundancy.

 

LOGO

Redundant air-conditioning system:

 

 

Tamboré Data Center’s air-conditioning system is comprised by chillers set at N+1. The chillers are responsible for the “production of cold water”, which flows around the whole building, through special thermal-insulated pipes, moving cold water throughout all fancoils located in technical areas and offices, ensuring the proper acclimatization (temperature and humidity).

 

LOGO


 

Fancoils are cutting-edge high-precision equipment, equipped with microprocessors keeping the room temperature around 71°F (22 ºC / ±3 ºC), and it also controls the air relative humidity, keeping it at 50% (±15%), through a heating and humidification system. The airflow distribution is made under the raised floor, through strategically-distributed diffusers, ensuring uniform distribution and temperature.

 

 

All technical rooms have adopted the N+1 redundancy concept to all infrastructure equipment, so there is always a spare air conditioner, all set to operate in the event of failure or maintenance.

 

 

The racks’ organization, whether they are free or in cages, must follow the organization hot aisle, cold aisle for better efficiency of the air-conditioning system.

Fire detection and prevention system:

 

 

The Data Center is equipped with a cutting-edge fire alarm system operated by highly qualified personnel trained to respond to fire incidents. If a fire starts, the whole system is triggered by advanced sensors, named VESDA (Very Early Smoke Detection Alarm), which can sense small amounts of smoke.

 

LOGO

 

LOGO

[Caption:

Corredor Frio: Cold Aisle

Corredor Quente: Hot Aisle

Insuflamento pelo piso – ar frio: Floor airflow – cold air]


 

The detection system is supplemented by ionic smoke detectors installed in the environment and under the raised floor.

 

 

Fire fighting is performed in second instance, reducing the oxygen level of the environment with inert gas, called Inergen, which has ecological properties that do not harm equipment, or people.

 

 

If the fire is not extinguished by Inergen, there is also a dry piping system, manual fire extinguishers and supplementary hydrants, with the purpose of extinguishing the fire source in the zone, preventing any disturbance in the other operating rooms.

 

LOGO

Waste:

 

 

UOL DIVEO, seeking the adoption of actions to contribute to environmental preservation, upon the occurrence of mobilization and/or maintenance and/or demobilization inside Data Centers, disposes of all unusable waste from cabling owned thereby, by the client or third parties in a sustainable way.

Physical Security:

 

 

UOL DIVEO Data Center has duly qualified and trained security agents 24/7, 365 days a year. The shielded security booths are strategically located within the area of UOL DIVEO Data Center. All internal and external areas of UOL DIVEO Data Center are monitored by high-resolution cameras that are part of the television closed circuit, digitally recording images that are kept for up to 90 days.

 

LOGO


 

Everyone who enters the Data Center facilities is registered in the access control system. Access to any area of the Data Center is controlled by access devices that include two authentication levels – badge + password, and biometry (when applicable). Only authorized personnel will be able to access the area where their equipment is located.

 

 

All environments of the Data Center are separated and the access to them is protected by authentication through badge and password.

 

 

Motion detectors also warn security agents if UOL DIVEO’s personnel or clients are outside their assigned areas.

 

LOGO

Monitoring Center:

 

 

The behavior of the Backbone and the whole services structure is constantly controlled by an alarm operation and monitoring center, called Command Center. This operation center has a highly-qualified technical team for the operation of several monitoring tools, specially established for each procedure or activity, such as hardware monitoring, measurement of band usage, device access testing, etc.

 

LOGO


Exhibit - SLA (Service Level Agreements):

UOL DIVEO undertakes to fully comply with all of the SLA commitments upon the supply of redundancy and diversity in each aspect. All of UOL DIVEO’s infrastructure equipment is implemented with redundancy in order to obtain the best availability possible.

We work with the following annual availability indexes, monthly assessed for credit purposes:

 

 

[*****]% of infrastructure availability time (including Internet provision in the Data Center (as applicable));

[*****]  Confidential information redacted


The following Mean Time to Recovery (MTTR) shall be considered:

 

Type of Impact

   Severity    MTTR

•   Availability of services is fully impacted (totally unavailable);

 

•   All or most of the users cannot operate;

 

•   Risk of physical security loss in the Data Center environment;

 

•   Detection of attack or intrusion in the environment*

 

•   Risk of fraud or breach of confidential information*.

   P1    4 hours

•   Availability of services is partially impacted;

 

•   A large group of users is experiencing operating difficulties;

 

•   Client’s environment is degraded or has intermittent drops;

 

•   Link access is partially unavailable*.

   P2    12 hours

•   Degradation of services, without unavailability (bad quality);

 

•   Few users facing issues to operate or check information;

 

•   A group of clients cannot use a non-critical feature.

   P3    24 hours

•   Non-critical technical support requests;

 

•   Non-critical or non-strategical information request;

 

•   Request of any reports for query.

   P4    96 hours

 

*

As applicable

Other information related to the SLA are included in the Service Level Exhibit, an integral part hereof.


São Paulo, July 25, 2019
Docusigned by:

    /s/ Wagner Chagas Feder

PAGSEGURO INTERNET LTDA
Docusigned by:

    /s/ Artur Gaulke Schunck

PAGSEGURO INTERNET LTDA
Docusigned by:

    /s/ Marcelo Moojen Epperlein

UOL DIVEO TECNOLOGIA LTDA
Docusigned by:

    /s/ Cleyton de Almeida Ferreira

UOL DIVEO TECNOLOGIA LTDA
WITNESSES:
Docusigned by:

    /s/ Marcio Drumond Araujo

Name:  
ID:  
Docusigned by:

    /s/ Daniela Teresinha Nogueira

Name:  
ID:  


UOL DIVEO

www.uoldiveo.com

BUSINESS PROPOSAL

PAGSEGURO – Tamboré Colocation site


São Paulo, July 25, 2019

To PAGSEGURO INTERNET LTDA

Att.: Raphael Bittencourt

Reference to Proposal UOLDIVEO OPT 19/27357

As an answer to your request, we hereby submit a technology integrated solution proposal to meet PAGSEGURO INTERNET LTDA’s expectations regarding IT infrastructure services.

We would like to provide PAGSEGURO INTERNET LTDA with our experience with high-quality services provided to the corporate market. We have designed this Proposal as a commitment to offer the best solution to the business needs of PAGSEGURO INTERNET LTDA.

You will find below our technical proposal and we hereby appreciate the opportunity and remain at your disposal for any clarifications.

Best regards,

 

    /s/ Joana Monteiro Fernandes Adolfs

Joana Monteiro Fernandes Adolfs
Account Manager


Index   

Non-Disclosure Agreement

     4  

Business Conditions

     5  

Considerations

     5  


Non-Disclosure Agreement

All information included herein is strictly confidential and provided with the sole purpose of technically describing UOLDIVEO’s solutions, as requested by PAGSEGURO INTERNET LTDA, and it shall not be used for any other purpose.

Regarding the services described herein, if PAGSEGURO INTERNET LTDA chooses a provider that is not UOLDIVEO, or if it does not select any supplier within 15 days after the date hereof, PAGSEGURO INTERNET LTDA agrees to return all of UOLDIVEO’s exclusive and confidential information, including, but not limited to, this document, and it shall not use nor disclose such information in any way whatsoever in order to obtain an unfair business advantage for itself, its subsidiaries, associations or partners in any way, for subsequent business opportunities in which it may be directly or indirectly competing with UOLDIVEO.

PAGSEGURO INTERNET LTDA shall not partially or fully publish or disclose the information included herein, without UOLDIVEO’s previous written consent. Several names of services and companies referred herein are trademarks. All of such are recognized upon this statement.


Business Conditions:

 

Services Description

  

[*****]

 

  
   [*****]    [*****]

Reference to services described in Technical Proposals

OPT 19/27357

   [*****]    [*****]

[*****]

   [*****]    [*****]

[*****]

   [*****]    [*****]

Considerations:

 

   

This proposal is effective through: 15 business days. If the period lapses and the CLIENT has not returned the document duly signed to UOLDIVEO, the terms and conditions provided herein may be revised by UOLDIVEO;

 

   

Taxes and rates shall be applied pursuant to the legislation in force:

 

   

ISS, PIS and COFINS are levied on Data Center Solution services, Managed Services, Software as Service, Services to Applications and/or Security Management Services, pursuant to the nature of the service;

 

   

PIS and COFINS are levied on Internet provision services and Cloud services.

 

   

Any changes to tax rates or to the calculation basis of taxes levied on the price of the provision subject matter hereof, as well as any taxes that may be created as from the date hereof, even if due to revocation of exemption, shall order the reformulation of prices offered, whether up or downwards, according to the supervening change;

 

   

Non-compliance by the CLIENT with obligations established in the Technical and Business Proposal resulting in delay of the originally proposed schedule shall not exempt the CLIENT from timely compliance with other obligations, specially the obligations associated to payments due;

 

   

[*****] shall be billed as follows:

 

   

[*****]

 

   

[*****]

 

   

[*****]

 

   

This proposal does not cover the local cross connection costs with Third-Party Carriers;

 

   

Items contracted hereby may be available pursuant to third-party supply or own inventory, which may result in partial deliveries; if such occurs, their respective acceptance terms must be approved by the CLIENT for billing;

 

   

If there is need for more licenses (due to an increase in users, change of licensing and/or increase in the number of CPUs) and/or for change in the software version (due to matters of features and/or version upgrade, if not covered by the maintenance agreement) provided by UOL Diveo, their amount will be included in the following month’s bill;

[*****]  Confidential information redacted


   

Any re-installation of the servers, operating systems or database requested by the Client as a result of issues in application may be subject to an additional business proposal;

 

   

If Internet provision in the UOLDIVEO 95 percentile modality is contracted, the price for the exceeding Mbps shall be 15% higher than the price for the Mbps of the minimum contracted connection (as per the metrics established in the Technical Proposal);

This Proposal is governed by COLOCATION AGREEMENT No. CT: 02827/19, entered into between the Parties as of July 1st, 2019.


São Paulo, July 25, 2019

 

UOL DIVEO TECNOLOGIA LTDA
Docusigned by:

    /s/ Marcelo Moojen Epperlein

Name:  
ID:  
Docusigned by:

    /s/ Cleyton de Almeida Ferreira

Name:  
ID:  
PAGSEGURO INTERNET LTDA
Docusigned by:

    /s/ Wagner Chagas Feder

Name:  
ID:  
Docusigned by:

    /s/ Artur Gaulke Schunck

Name:  
ID:  
WITNESSES:
Docusigned by:

    /s/ Marcio Drumond Araujo

Name:  
ID:  
Docusigned by:

    /s/ Daniela Teresinha Nogueira

Name:  
ID:  


Completion Certificate

Envelope ID: ADD135486C774A618CAE1CC8E2625577

Status: Completed

Subject: DocuSign: PT - Colocation - PAGSEGURO - Tamboré (19-27357-C) 2019.07.19.pdf,

Business Proposal...

Source Envelope:

Document Pages: 24

Signatures: 12

Envelope Originator: Saedio Dias de Souza Filho

Av. Brigadeiro Faria Lima, 1.384

SP, SP 01452-002

[email protected]

IP address: [*****]

Certificate pages: 9

Initials: 2

AutoNav: Enabled

Envelopeld Stamping: Enabled

Time Zone: (UTC-08:00) Pacific Time (US & Canada)

Record Tracking

Status: Original

August 28, 2019 05:39:38

Holder: Saedio Dias de Souza Filho

[email protected]

Location: DocuSign

 

Signer Events

  

Signature

  

Timestamp

Saedio Dias de Souza Filho

[email protected]

LAWYER

UNIVERSO ONLINE S.A.

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

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Signature established by: Signature image loaded

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Viewed: 08/28/2019 06:50:57

Signed: 08/28/2019 06:51:05

Marcio Drumond Araujo

[email protected]

  

Signature established by: Signature image loaded

Using IP address: [*****]

  

Sent: 08/28/2019 06:51:07

Viewed: 08/28/2019 08:41:53

[*****]  Confidential information redacted


Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

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ID: e6878176-aad6-4c42-a7f3-d9d3d393ed25

      Signed: 08/28/2019 08:42:39

Cleyton de Almeida Ferreira

[email protected]

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

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Signature established by:

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Using IP address: [*****]

  

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Signed: 08/28/2019 09:37:36

Marcelo Moojen Epperlein

[email protected]

CFO UOLDIVEO

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

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Signature established by:

Pre-set style

Using IP address: [*****]

  

Sent: 08/28/2019 08:42:41

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Signed: 08/28/2019 12:01:47

Artur Gaulke Schunck

[email protected]

CFO

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

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Signature established by:

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Using IP address: [*****]

  

Sent: 08/28/2019 12:01:52

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Signed: 08/28/2019 12:42:03

Wagner Chagas Feder

[email protected]

Treasury Officer

  

Signature established by:

Pre-set style

Using IP address: [*****]

  

Sent: 08/28/2019 12:01:52

Resent: 08/29/2019 12:45:02

Resent: 08/30/2019 08:01:14

[*****]  Confidential information redacted


Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

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ID: 4db099f0-5554-49a2-ba5a-67c87b11fa95

     

Viewed: 08/30/2019 09:58:50

Signed: 08/30/2019 09:59:01

Daniela Teresinha Nogueira

[email protected]

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

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ID: ab6ddaa5-7c26-47e3-98e5-ea95fe5a3a13

  

Signature established by:

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Sent: 08/30/2019 09:59:03

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Resent: 09/09/2019 05:41:32

Resent: 09/09/2019 05:41:53

Resent: 09/09/2019 05:42:52

Resent: 09/09/2019 05:43:15

Resent: 09/09/2019 07:47:32

Resent: 09/09/2019 07:52:29

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Signed: 09/09/2019 07:53:33

In Person Signer Events

Signature

Timestamp

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Certified Delivery Events

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[*****]  Confidential information redacted


Carbon Copy Events

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Witness Events

Signature

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Notary Events

Signature

Timestamp

 

Envelope Summary Events

   Status    Timestamp
Envelope Sent    Hashed/Encrypted    09/09/2019 07:52:29
Certified Delivery    Security checked    09/09/2019 07:53:17
Signing Complete    Security checked    09/09/2019 07:53:33
Completed    Security checked    09/09/2019 07:53:33

Payment Events

Status

Timestamp


Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: February 07, 2018 05:43:37

Signatory parties: Marcio Drumond Araujo, Marcelo Moojen Epperlein, Artur Gaulke Schunck

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Electronic Record and Signature Disclosure created on: December 27, 2017 06:27:37

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UOL Diveo

PAGSEGURO INTERNET LTDA

TECHNICAL PROPOSAL

COLOCATION


Introduction

São Paulo, July 25, 2019

Reference to UOL Diveo Proposal OPT 19/27358-C

Attn: Mr. Raphael Bittencourt Simões Costa

As an answer to your request, we hereby submit a proposal of integrated solution for technology and services to meet PAGSEGURO INTERNET LTDA’s expectations regarding IT infrastructure services.

We would like to provide PAGSEGURO INTERNET LTDA with our experience with high-quality services provided to the corporate market. We have designed this Proposal as a commitment to offer the best solution to the business needs of PAGSEGURO INTERNET LTDA.

We appreciate the opportunity and remain at your full disposal to clarify any questions that may arise.

Best regards,

 

    /s/ Jhones Fraga

Jhones Fraga
Solution Architect


Confidentiality

All information included herein is strictly confidential and provided with the sole purpose of technically describing UOL DIVEO’s solutions, as requested by PAGSEGURO INTERNET LTDA, and it shall not be used for any other purpose.

Regarding the services described herein, if PAGSEGURO INTERNET LTDA chooses a provider that is not UOL DIVEO, or if it does not select any supplier within 15 days after the date hereof, PAGSEGURO INTERNET LTDA agrees to return all of UOL DIVEO’s exclusive and confidential information, including, but not limited to, this document, and it shall not use nor disclose such information in any way whatsoever in order to obtain an unfair business advantage for itself, its subsidiaries, associations or partners in any way, for subsequent business opportunities in which it may be directly or indirectly competing with UOL DIVEO.

PAGSEGURO INTERNET LTDA shall not partially or fully publish or disclose the information included herein, without UOL DIVEO’s previous written consent. Several names of services and companies referred herein are trademarks. All of such are recognized upon this statement.


Colocation

This proposal covers the services solution managed by UOL DIVEO, named Colocation, which is defined by the provision of hosting infrastructure for EQUIPMENT (servers, security and connectivity equipment, among others) and SOFTWARE (Operating Systems, Databases, Applications, among others) provided and made available by PAGSEGURO INTERNET LTDA.

PAGSEGURO INTERNET LTDA’s environment shall benefit from:

 

 

Internet broadband access through UOL DIVEO’s IP Backbone with high availability and capacity (whenever applicable);

 

 

Redundant Power Supply: with redundant generators, independent UPS and feeding through more than one electrical substation;

 

 

High-precision and redundant air-conditioning system;

 

 

Building Automation System;

 

 

Physical Security through cameras, intrusion detection sensor system, access control systems, etc.;

 

 

Fire detection and prevention system;

 

 

Raised floor;

 

 

Follow-up on service levels, alarms and access features to the Environment through safe website (UOL DIVEO’s Client Dashboard)


Summarized Proposal:

Data Center: Glete

Colocation

 

   

18 X Colocation infrastructure in Powered Rack (from 3.1 to 5kW), being:

 

   

18 Racks delivered in the 1st floor environment

 

   

15 X Colocation infrastructure in Powered Rack (from 5.1 to 8kW), being:

 

   

15 Racks delivered in the Cage environment, 3rd floor

Connectivity:

 

   

Cross-connection between Telco rooms and the 1st and 2nd floor 1 in Fiber and 1 in UTP

Power:

 

   

Installation of 4 30A circuit breakers per Rack for 5 server Racks with the supply of a 24-outlet power strip per circuit;

 

   

Installation of 4 30A circuit breakers per Rack for 5 Exadata and Storage Racks with the supply of a 24-outlet power strip per circuit;

 

   

Installation of 2 30A circuit breakers per Rack for 2 Telecom Racks with the supply of a 24-outlet power strip per circuit.


Cabling:

 

   

Installation of 2 OM3 12-fiber multimode MPO cables from each of the two Telecom Racks to 7 Racks (5 server racks and 2 special future racks), with a total of 28 OM3 multimode MPO cables;

 

   

Installation of 5 OM3 12-fiber multimode MPO cables from each of the two Telecom Racks to 3 special Racks, with a total of 30 OM3 multimode MPO cables;

 

   

Installation of 16 OM3 12-fiber multimode MPO cables connecting the two Telecom Racks;

 

   

All MPO cables ending with DIO at the top of the 12-fiber Racks;

 

   

Installation of 24 cat6 UTP cables in each of the two Telecom Racks all the way to the Meet-me Room in the 2nd floor, with a total of 48 cables connecting the cage to the Meet-me Room;

 

   

Installation of 12 pairs of LC/PC OM3 multimode fibers in each of the two Telecom Racks all the way to the Meet-me Room in the 2nd floor, with a total of 24 pairs of LC/PC OM3 multimode fibers connecting the cage to the Meet-me Room.

Racks:

 

   

Provision and installation of 7 600 x 1200 x 48U APC AR3307 Racks;

 

   

Provision and installation of 2 800 x 1200 x 48U APC Racks.

Cage:

 

   

Cage closing the whole perimeter.

Access Control and CCTV:

 

   

Provision and installation of 4 exclusive cameras with the capacity to record 90 days and one biometric access control at the entrance and badge reader at the exit.


Cage Layout:

[*****]

[*****]  Confidential information redacted


General Provisions

 

 

Installation term: Infrastructure has already been provided. If there are any items to be delivered, they shall be installed within 45 calendar days, except for the network equipment, which may take up to 60 days from the official contact of UOL Diveo’s Project Manager;

 

 

PAGSEGURO INTERNET LTDA shall be responsible for the architecture of its environment, as well as for the tower-to-rack equipment conversion, if needed;

 

 

The Change testing shall only be performed after the client provides or contracts a testing or homologation environment. If such environment is not provided, the change shall be implemented directly in the production environment.

 

 

Both the racks’ internal cabling and the assembly and connection of servers, as well as other equipment in the environment, are not encompassed herein and shall be fully incumbent upon the contracting party;

 

 

PAGSEGURO INTERNET LTDA shall be responsible for purchasing, setting and managing the servers, equipment and software to be hosted at the UOL Diveo’s IDC;

 

 

If PAGSEGURO INTERNET LTDA uses a larger location than the one offered to host its equipment, UOL Diveo is entitled to charge for the relevant additional amount;

 

 

Regarding connectivity, all necessary communication links (except for the IDC Internet broadband access) shall be contracted and managed by PAGSEGURO INTERNET LTDA, and UOL Diveo is responsible for the cross connection (cabling) between the providers room, where the providers’ DGs, with Point of Service at the IDC, and the DG located in the area for PAGSEGURO INTERNET LTDA’s equipment. The cross connection needs must be specified by PAGSEGURO INTERNET LTDA in order to be provided by UOL Diveo. Once the cross connection needs are established, PAGSEGURO INTERNET LTDA is subject to additional charges associated to the cross connections;

 

 

Changes requested by PAGSEGURO INTERNET LTDA in the initial scope of the project may result in additional cost. Such cost may be fully passed on, at UOL Diveo’s discretion;

This Proposal is governed by COLOCATION AGREEMENT No. CT: 02827/19, entered into between the Parties as of July 1st, 2019.


Infrastructure: UOL DIVEO Glete Data Center

General Features:

The Data Center is installed in an 8-floor building, especially designed to meet the strictest security, availability, density and connectivity rules required by modern Information Technology Systems. The concepts of Green Computing guided the project since the beginning, with the purpose of meeting the current requirements, with the least consumption of energy and emission of waste as possible.

The whole electrical infrastructure is installed in three underground levels for security and control of access. In the ground floor you will find the facilities of the employees responsible for the monitoring and management of support systems and hosted equipment.

Servers and other IT equipment will be installed in the top four floors. Each floor comprises an independent air-conditioning structure and redundant power supply systems.

 

LOGO


LOGO

The main cooling systems are installed on the top of the building, protected by concrete screens on the side.

The building has a dock for loading and unloading of equipment to and from trucks in the internal area and internal parking lot for vehicles of previously authorized clients. We also provide areas for the temporary storage, assembly and testing of equipment, with the purpose of minimizing access to the actual areas where the equipment is operating.

The Data Center site, located in the central region of the City of São Paulo, receives a reliable high-tension power supply, as well as redundant connectivity with major telecommunication carriers.

All of the facilities’ systems – security, cooling and power – are interconnected to the BMS, which controls in an integrated and smart way each of the devices individually, with the purpose of optimizing the use of the installed resources.

 

LOGO

Access Control System:

UOL DIVEO Glete Data Center has several levels of security, from the entrance of the building up to the physical access to the hosted equipment. Any access to the facilities, for any activities, such as maintenance, equipment delivery, access to equipment, etc. by people who are not involved in the operation is only allowed upon previous and confirmed authorization through formal request and after clearance from the security area.


Security levels:

Access to the building:

 

 

Security guards monitoring the surrounding areas through a television closed circuit;

 

 

Access permitted only to duly authorized persons;

 

 

The whole environment is monitored by digital cameras and the images are recorded 24/7 by the Security Center.

Access to the internal areas:

 

 

Only permitted if accompanied by security or operations team;

 

 

Controlled by electronic badge and biometry.

Access to the Server Rooms:

 

 

Only permitted if accompanied by operations team;

 

 

Controlled by electronic badge and biometry.

Access to Cages and Racks:

 

 

Only permitted if accompanied by operations team;

 

 

The access to the cages and racks is controlled by keys or electronic badges provided by the operations team;

 

 

The access to the cages and racks is monitored by cameras, recording images of the access halls.

All information generated by the security systems, such as images and access logs are recorded for 90 days, and it may be viewed by the clients upon previous request at the Data Center.


The process to allow 24/7 access must be made through a service order to the Service Center or the Client Portal by the client’s person in charge, who is appointed at the contractual formalization, with a minimum period in advance that is provided in the operating procedures of the Data Center.

Fire detection and prevention system:

UOL DIVEO Glete Data Center has firefighters 24/7. The firefighter is responsible for the inspection of the environment regarding fire risks and for fighting any incident. The building is located four (4) blocks away from the Fire Department of the State of São Paulo (Campos Elíseos headquarters).

The building has an early smoke detection system (VESDA) and ionic or thermal-velocimetric smoke detectors distributed throughout all levels – floor and ceiling – both connected to the fire fighting central.

 

   

The facilities are equipped with smoke detectors throughout the entire area, in the three levels of physical accomodation: ceiling, environment and fake floor. Detectors are also found in all the areas with power and air-conditioning infrastructure equipment;

 

   

Those devices are monitored by the Security Center, which indicates in the panel the exact sector of the emergency, in addition to ringing the alarm and notifying the Firefighter about the occurrence;

 

   

The server floors are equipped with Inergen gas system, which is automatically triggered by sensors connected to the firefighting center;

 

   

The floors are also equipped with pre-action dry-pipes sprinklers.


Physical Infrastructure for Racks and Cages:

 

LOGO

[Caption:

Área para telecom: Telecom area

Circuito: circuit]

The server rooms on each floor are equipped with raised floor throughout the entire environment, with steel plates covered with anti-static, 40-inch (1000 mm) high and load capacity of 307 lbs/ft² (1500 Kg/m2) and exactly of 1102 lbs (500 Kgs). All equipment must be installed in racks. The standard rack takes up 24in x 41in x 79in (600 mm x 1050 mm and 2000 mm). The maximum height of the server room is 98in (2500 mm), and the rack or equipment shall not exceed 94in (2400 mm).

Racks provided by UOL DIVEO are closed with doors controlled by key, which must be kept in a safe place that is only accessed by Data Center employees. Equipment that comes with its own racks will be allowed, provided that within the space limitations mentioned above.

Spaces for several racks protected by hollow screens – for better efficiency of the air conditioner – may be provided. Each of these areas is a Cage and they may have their physical access individually conrolled by electronic device with electronic badge and biometry.

The racks positioning, whether they are in a free area or in cages, shall follow the organization of hot aisle, cold aisle for better efficiency of the air conditioner.

Elevators to access the floors can transport equipment weighing up to 4 tons.


LOGO

[Caption:

Corredor Frio: Cold Aisle

Corredor Quente: Hot Aisle

Insuflamento pelo piso – ar frio: Floor airflow – cold air]


The entire data cabling goes through gutters under the raised floor and follows the standards of switches dedicated per rack – Top of Rack.

Power cabling goes through exclusive electric gutters, strategically positioned so it does not interfere with the gutter used for the data cabling.

Power System:

The power supply system of UOL DIVEO Glete DC is designed to meet the capacity and availability required in the current IT environments. The system is structured in a Redundant Parallel Architecture and it supplies uninterrupted power to all critical systems.

All systems are continuously monitored by BMS and allow maintenances to be performed to all of its elements without the need to interrupt the power supply or the equipment cooling.

Substation:

The 21KV electric substation – medium voltage – is supplied by concessionaire Eletropaulo. Through transformers set at N+N, the voltage is lowered to 480V, which independently supply the internal air-conditioning system and the UPS systems. The system has a total capacity of 9MVA.

Power Distribution:

The power grid used for the equipment in 208VAC is comprised by circuits segmented by sectorial boards that supply power to the power strips of each rack or equipment. Each circuit is individually protected by a switch and short-circuit finder.


Nobreaks:

Each floor of the Data Center has two nobreak lines with 1,000 kVA each, also known as UPS, set at N+1 per line. All UPSs have redundant power banks with autonomy of 12 minutes at full charge.

Each set of UPS supplies for, in a cross-setting, two static keys, which supply each of the two power bus of that floor. Such arrangement allows maintenances to be made to any of the lines without interrupting the servers.

Generator Engine Group:

The DC power continuity is ensured by 4 generators with 3MVA each, set at N+1. We have two tanks totalling 8981 gallons (34,000 liters) of Diesel supplying the generators.

Load Bank:

For the predictive and preventive maintenance of the Data Center systems, it is possible to install a Load Bank, which makes it possible to perform the testings in a simple and economic way, ensuring the system’s reliability.


Air-conditioning system:

The air-conditioning system of UOL DIVEO Glete Data Center has a dual-ring architecture and cold water redundancy, supplied by a set of air cooled chillers set at N+1. The ring supplies the high-precision fan-coil located at each floor with cold water. That architecture allows for maintenance in piping and equipment without interrupting the operation of the air-conditioner in the floor.

The temperature and humidity control of floors is automatic, controlled and monitored by the air-conditioning system’s manufacturer and integrated to the BMS.

 

   

The system is comprised by 6 350TR air cooled chillers set at redundancy N+1, totalling a cooling capacity of 1750TR (21,000,000 BTU);

 

   

Each floor, in maximum setting, has 10 36TR Fan-Coils each, set at N+2, totalling 288TR (3,456,000 BTU). The redundancy allows for maintenance in up to two equipment without prejudice to the temperature and humidity;

 

   

The temperature and relative humidity are automatically controlled by the high-precision fan-coils, where sensors detect the temperature and humidity in return, adjusting the operation accordingly;

 

   

An integrated balancing system of the fan-coils allow the full balance and accurate control of temperature and humidity, in spite of loads that are not evenly distributed;

 

   

The termperature is kept at 21ºC (± 3 ºC), as per the current standards for IT equipment;

 

   

Air humidity is kept at 50% (± 15%), as per the current standards for IT equipment;


Monitoring Center:

 

 

The behavior of the Backbone and the whole services structure is constantly controlled by an alarm operation and monitoring center, called Command Center. This operation center has a highly-qualified technical team for the operation of several monitoring tools, specially established for each procedure or activity, such as hardware monitoring, measurement of band usage, device access testing, etc.

 

LOGO

Waste:

 

 

UOL DIVEO, seeking the adoption of actions to contribute to environmental preservation, upon the occurrence of mobilization and/or maintenance and/or demobilization inside Data Centers, disposes of all unusable waste from cabling owned thereby, by the client or third parties in a sustainable way.


Exhibit - SLA (Service Level Agreements):

UOL DIVEO undertakes to fully comply with all of the SLA commitments upon the supply of redundancy and diversity in each aspect. All of UOL DIVEO’s infrastructure equipment is implemented with redundancy in order to obtain the best availability possible.

We work with the following annual availability indexes, monthly assessed for credit purposes:

 

 

[*****]% of infrastructure availability time (including Internet provision in the Data Center (as applicable));

The following Mean Time to Recovery (MTTR) shall be considered:

[*****]  Confidential information redacted


Type of Impact

  

Severity

  

MTTR

•   Availability of services is fully impacted (totally unavailable);

 

•   All or most of the users cannot operate;

 

•   Risk of physical security loss in the Data Center environment;

 

•   Detection of attack or intrusion in the environment*

 

•   Risk of fraud or breach of confidential information*.

   P1    4 hours

•   Availability of services is partially impacted;

 

•   A large group of users is experiencing operating difficulties;

 

•   Client’s environment is degraded or has intermittent drops;

 

•   Link access is partially unavailable*.

   P2    12 hours

•   Degradation of services, without unavailability (bad quality);

 

•   Few users facing issues to operate or check information;

 

•   A group of clients cannot use a non-critical feature.

   P3    24 hours

•   Non-critical technical support requests;

 

•   Non-critical or non-strategical information request;

 

•   Request of any reports for query.

   P4    96 hours

 

*

As applicable

Other information related to the SLA is included in the Service Level Exhibit, an integral part hereof.


São Paulo, July 25, 2019

 

Docusigned by:

    /s/ Wagner Chagas Feder

PAGSEGURO INTERNET LTDA
Docusigned by:

    /s/ Artur Gaulke Schunck

PAGSEGURO INTERNET LTDA
Docusigned by:

    /s/ Marcelo Moojen Epperlein

UOL DIVEO TECNOLOGIA LTDA
Docusigned by:

    /s/ Cleyton de Almeida Ferreira

UOL DIVEO TECNOLOGIA LTDA
WITNESSES:
Docusigned by:

    /s/ Marcio Drumond Araujo

Name:
ID:
Docusigned by:

    /s/ Daniela Teresinha Nogueira

Name:
ID:


UOL DIVEO

www.uoldiveo.com

BUSINESS PROPOSAL

PAGSEGURO – Glete Colocation site


São Paulo, July 25, 2019

To PAGSEGURO INTERNET LTDA

Att.: Raphael Bittencourt

Reference to Proposal UOLDIVEO OPT 19/27358

As an answer to your request, we hereby submit a technology integrated solution proposal to meet PAGSEGURO INTERNET LTDA’s expectations regarding IT infrastructure services.

We would like to provide PAGSEGURO INTERNET LTDA with our experience with high-quality services provided to the corporate market. We have designed this Proposal as a commitment to offer the best solution to the business needs of PAGSEGURO INTERNET LTDA.

You will find below our technical proposal and we hereby appreciate the opportunity and remain at your disposal for any clarifications.

Best regards,

 

    /s/ Joana Monteiro Fernandes Adolfs

Joana Monteiro Fernandes Adolfs
Account Manager


Index   

Non-Disclosure Agreement

     4  

Business Conditions

     5  

Considerations

     5  


Non-Disclosure Agreement

All information included herein is strictly confidential and provided with the sole purpose of technically describing UOLDIVEO’s solutions, as requested by PAGSEGURO INTERNET LTDA, and it shall not be used for any other purpose.

Regarding the services described herein, if PAGSEGURO INTERNET LTDA chooses a provider that is not UOLDIVEO, or if it does not select any supplier within 15 days after the date hereof, PAGSEGURO INTERNET LTDA agrees to return all of UOLDIVEO’s exclusive and confidential information, including, but not limited to, this document, and it shall not use nor disclose such information in any way whatsoever in order to obtain an unfair business advantage for itself, its subsidiaries, associations or partners in any way, for subsequent business opportunities in which it may be directly or indirectly competing with UOLDIVEO.

PAGSEGURO INTERNET LTDA shall not partially or fully publish or disclose the information included herein, without UOLDIVEO’s previous written consent. Several names of services and companies referred herein are trademarks. All of such are recognized upon this statement.


Business Conditions:

 

Services Description    [*****]
   [*****]    [*****]
Reference to services described in Technical Proposals
OPT 19/27358
   [*****]    [*****]
[*****]    [*****]    [*****]
[*****]    [*****]    [*****]

Considerations:

 

   

This proposal is effective through: 15 business days. If the period lapses and the CLIENT has not returned the document duly signed to UOLDIVEO, the terms and conditions provided herein may be revised by UOLDIVEO;

 

   

Taxes and rates shall be applied pursuant to the legislation in force:

 

   

ISS, PIS and COFINS are levied on Data Center Solution services, Managed Services, Software as Service, Services to Applications and/or Security Management Services, pursuant to the nature of the service;

 

   

PIS and COFINS are levied on Internet provision services and Cloud services.

 

   

Any changes to tax rates or to the calculation basis of taxes levied on the price of the provision subject matter hereof, as well as any taxes that may be created as from the date hereof, even if due to revocation of exemption, shall order the reformulation of prices offered, whether up or downwards, according to the supervening change;

 

   

Non-compliance by the CLIENT with obligations established in the Technical and Business Proposal resulting in delay of the originally proposed schedule shall not exempt the CLIENT from timely compliance with other obligations, specially the obligations associated to payments due;

 

   

[*****] shall be billed as follows:

 

   

[*****]

 

   

[*****]

 

   

[*****]

 

   

This proposal does not cover the local cross connection costs with Third-Party Operators;

 

   

Items contracted hereby may be available pursuant to third-party supply or own inventory, which may result in partial deliveries; if such occurs, their respective acceptance terms must be approved by the CLIENT for billing;

 

   

If there is need for more licenses (due to an increase in users, change of licensing and/or increase in the number of CPUs) and/or for change in the software version (due to matters of features and/or version upgrade, if not covered by the maintenance agreement) provided by UOL Diveo, their amount will be included in the following month’s bill;

[*****]  Confidential information redacted


   

Any re-installation of the servers, operating systems or database requested by the Client as a result of issues in application may be subject to an additional business proposal;

 

   

If Internet provision in the UOLDIVEO 95 percentile modality is contracted, the price for the exceeding Mbps shall be 15% higher than the price for the Mbps of the minimum contracted connection (as per the metrics established in the Technical Proposal);

This Proposal is governed by COLOCATION AGREEMENT No. CT: 02827/19, entered into between the Parties as of July 1st, 2019.


São Paulo, July 25, 2019

 

UOL DIVEO TECNOLOGIA LTDA
Docusigned by:

    /s/ Marcelo Moojen Epperlein

Name:
ID:
Docusigned by:

    /s/ Cleyton de Almeida Ferreira

Name:
ID:
PAGSEGURO INTERNET LTDA
Docusigned by:

    /s/ Wagner Chagas Feder

Name:
ID:
Docusigned by:

    /s/ Artur Gaulke Schunck

Name:
ID:
WITNESSES:
Docusigned by:

    /s/ Marcio Drumond Araujo

Name:
ID:
Docusigned by:

    /s/ Daniela Teresinha Nogueira

Name:
ID:


Completion Certificate

Envelope ID: 252D7636E46744858A7243324D195295

Status: Completed

Subject: DocuSign: PT - Colocation - PAGSEGURO - Glete (19-27358-C) 2019.07.19.pdf, Business Proposal...

Source Envelope:

Document Pages: 27

Signatures: 12

Envelope Originator: Saedio Dias de Souza Filho

Av. Brigadeiro Faria Lima, 1.384

SP, SP 01452-002

[email protected]

IP address: [*****]

Certificate pages: 8

Initials: 2

AutoNav: Enabled

Envelopeld Stamping: Enabled

Time Zone: (UTC-08:00) Pacific Time (US & Canada)

Record Tracking

Status: Original

August 22, 2019 08:14:59

Holder: Saedio Dias de Souza Filho

[email protected]

Location: DocuSign

 

Signer Events

  

Signature

  

Timestamp

Saedio Dias de Souza Filho

[email protected]

LAWYER

UNIVERSO ONLINE S.A.

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

  

Signature established by:

Signature image loaded

Using IP address: [*****]

  

Sent: 08/22/2019 08:20:17

Viewed: 08/22/2019 08:20:25

Signed: 08/22/2019 08:20:32

Marcio Drumond Araujo

[email protected]

  

Signature established by:

Signature image loaded

Using IP address: [*****]

  

Sent: 08/22/2019 08:20:34

Resent: 08/27/2019 06:17:41

Viewed: 08/27/2019 10:56:39

[*****]  Confidential information redacted


Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

Accepted: 08/19/2018 05:25:15

ID: e6878176-aad6-4c42-a7f3-d9d3d393ed25

      Signed: 08/27/2019 10:57:55

Cleyton de Almeida Ferreira

[email protected]

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

  

Signature established by:

Drawn on device

Using IP address: [*****]

  

Sent: 08/27/2019 10:57:57

Viewed: 08/27/2019 12:30:27

Signed: 08/27/2019 12:31:31

Marcelo Moojen Epperlein

[email protected]

CFO UOLDIVEO

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

Accepted: 08/31/2018 13:30:22

ID: 774a953a-502f-490e-8d30-287bcf760845

  

Signature established by:

Pre-set style

Using IP address: [*****]

  

Sent: 08/27/2019 10:57:57

Viewed: 08/27/2019 11:53:35

Signed: 08/27/2019 11:54:06

Artur Gaulke Schunck

[email protected]

CFO

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

Accepted: 09/12/2018 12:32:08

ID: 6e661702-87d1-4218-9698-7a80acdf6f04

  

Signature established by:

Pre-set style

Using IP address: [*****]

  

Sent: 08/27/2019 12:31:33

Viewed: 08/27/2019 07:22:44

Signed: 08/27/2019 07:23:07

Wagner Chagas Feder

[email protected]

Treasury Officer

Security Level: E-mail, Account authentication (None)

  

Signature established by:

Pre-set style

Using IP address: [*****]

  

Sent: 08/27/2019 12:31:33

Resent: 08/29/2019 12:45:50

Resent: 08/30/2019 08:01:35

Viewed: 08/30/2019 09:58:16

[*****]  Confidential information redacted


Electronic Record and Signature Disclosure:

Accepted: 06/29/2018 15:03:30

ID: 4db099f0-5554-49a2-ba5a-67c87b11fa95

      Signed: 08/30/2019 09:58:26

Daniela Teresinha Nogueira

[email protected]

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

Accepted: 06/12/2019 11:35:06

ID: ab6ddaa5-7c26-47e3-98e5-ea95fe5a3a13

  

Signature established by:

Pre-set style

Using IP address: [*****]

  

Sent: 08/30/2019 09:58:28

Resent: 08/30/2019 12:08:18

Resent: 09/09/2019 05:42:15

Resent: 09/09/2019 07:48:13

Resent: 09/09/2019 07:52:26

Viewed: 09/09/2019 07:54:20

Signed: 09/09/2019 07:54:29

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

[*****]  Confidential information redacted


Notary Events

Signature

Timestamp

 

Envelope Summary Events

   Status    Timestamp
Envelope Sent    Hashed/Encrypted    09/09/2019 07:52:26
Certified Delivery    Security checked    09/09/2019 07:54:20
Signing Complete    Security checked    09/09/2019 07:54:29
Completed    Security checked    09/09/2019 07:54:29

Payment Events

Status

Timestamp


Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: February 07, 2018 05:43:37

Signatory parties: Marcio Drumond Araujo, Marcelo Moojen Epperlein, Artur Gaulke Schunck

CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES

Electronic Record and Signature Disclosure

From time to time,                      may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing 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 documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer 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 for us to send you paper copies of any such documents 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 required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure 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 required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering 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 your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign “Withdraw Consent” form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from 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 provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, 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 by the same method and to the same address that you have given 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 of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact                     :

You may contact us to let us know of your changes as to how we may 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:

You may contact us through the e-mail address:

To inform                      of your new e-mail address:

To let us know of a change in your e-mail address where 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 email address.

In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system.

To request paper copies from                     :

To request delivery from us of 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 with                     :

To inform us that you no longer want to receive future notices and disclosures in electronic format you may:

 

  (i)

decline to sign a document from within 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 a longer time 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.

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, verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on 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 CONSUMER DISCLOSURES document; 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 through exclusively 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.


Electronic Record and Signature Disclosure created on: December 27, 2017 06:27:37 Signatory parties: Cleyton de Almeida Ferreira, Wagner Chagas Feder, Daniela Teresinha Nogueira

CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES

Electronic Record and Signature Disclosure

From time to time, UOL - UNIVERSO ONLINE S/A may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing 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 documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer 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 for us to send you paper copies of any such documents 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 required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure 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 required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering 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 your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign “Withdraw Consent” form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from 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 provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, 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 by the same method and to the same address that you have given 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 of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact UOL - UNIVERSO ONLINE S/A:

You may contact us to let us know of your changes as to how we may 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:

You may contact us through the e-mail address: [email protected]

To inform UOL - UNIVERSO ONLINE S/A of your new e-mail address:

To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send us an e-mail to [email protected] 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 email address.

In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system.

To request paper copies from UOL - UNIVERSO ONLINE S/A:

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to [email protected] 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 with the:

To inform us that you no longer want to receive future notices and disclosures in electronic format you may:

 

  (iii)

decline to sign a document from within your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent; or you may

 

  (iv)

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 a longer time to process.


Required hardware and software**:

 

  (vi)

Operating Systems: Windows® 2000, Windows® XP, Windows Vista®; Mac OS®

 

  (vii)

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)

 

  (viii)

PDF readers: Acrobat® or similar software may be required to view and print PDF files.

 

  (ix)

Screen Resolution: 800 x 600 minimum

 

  (x)

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.

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, verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on 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:

 

  (iv)

I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and

 

  (v)

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

 

  (vi)

Until or unless I notify UOL - UNIVERSO ONLINE S/A as described above, I consent to receive through exclusively electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by UOL - UNIVERSO ONLINE S/A during the course of my relationship with you.

(Back To Top)

Section 4: EX-10.2 (EX-10.2)

EX-10.2

Exhibit 10.2

Exhibit I

LONG-TERM INCENTIVE PLAN – Goals (LTIP – Goals)

PAGSEGURO INTERNET S.A.

 

1.

Long-Term Incentive Plan – Goals

 

  1.1.

The Board of Directors of PagSeguro Digital Ltd., company listed since January 24, 2018, in the New York Stock Exchange (NYSE), established in Cayman Islands (“Company”), parent company of the operational company PagSeguro Internet S.A., headquartered in the City of São Paulo, State of São Paulo, enrolled with CNPJ/MF under No. 08.561.701/0001-01 (“PagSeguro Brasil“), has approved this Long-Term Incentive Plan – Goals (hereinafter referred to as “LTIP-Goals”), through which PagSeguro Brasil may grant shares to certain employees (hereinafter referred to as “Beneficiaries”), provided that they are previously selected and approved by the LTIP-Goals Committee, as defined below, within the limits and conditions herein established.

 

  1.2.

The purpose of the LTIP-Goals is to reinforce the alignment of interests between the Beneficiaries and the Company, giving them the opportunity to become partners of the Company, thus deepening their commitment. PagSeguro Brasil hopes to encourage the expansion, success and achievement of its corporate purposes, attracting and hiring highly-committed professionals who wish to succeed.

 

  1.3.

LTIP-Goals management, including selection of Beneficiaries and the definition of the relevant participation conditions, will be attributed to the LTIP-Goals Committee (“LTIP-Goals Committee”), a Company’s body comprised by the Company’s Chief Executive Officer and two (2) other officers appointed by the CEO. PagSeguro may only enter into any agreement or amendment with the Beneficiaries of the LTIP – Goals as previously resolved by the LTIP-Goals Committee.

 

  1.4.

The shares subject matter of this LTIP-Goals are the ones issued by the Company.

 

  1.5.

The LTIP-Goals Committee will entitle each Beneficiary the right to annually receive, as payment of part of the PagSeguro Brasil Profit Sharing Plan (“PSP-PSB”), a maximum number of shares, provided that the goals established in the PSP-PSB have been met in the previous year. If PSP-PSB goals are not met in the previous year, the Beneficiaries will not receive any payment or shares for that year.

 

  1.6.

Once the requirements above are met, the Shares shall be delivered to the Beneficiary or the settlement may be performed in cash, at the LTIP-Goals Committee’s discretion.


   

If the payment is made in cash: the amount in Brazilian Reais shall be calculated on the last business day of January of the following year (“Conversion Date”), pursuant to Section 2, and the payment shall be made within ten (10) business days from the Conversion Date;

 

   

If the payment is made in Shares: the Shares shall be issued within ten (10) business days after the Conversion Date.

 

   

PagSeguro Brasil shall proceed with payments of taxes related to the Shares or cash payment, pursuant to then current legislation.

 

  1.7.

If the LTIP Committee decides to include a new Beneficiary before October of the current year, and provided that the goals of the PSP-PSB have been met, the Beneficiary shall receive the Shares (or cash) on a pro-rata temporis basis. Any new Beneficiaries included in November and December shall be effective as from January of the following year.

 

2.

Conversion of Shares for cash payment

 

  2.1.

The total number of Shares acquired from achieving the PSP-PSB goals in the previous year shall be converted, at the Conversion Date, in Brazilian Reais, multiplying the number of Shares by the average price of Company’s shares in the previous thirty (30) auctions before the Conversion Date.

 

3.

Delivery of Shares and Lockup

 

  3.1.

In the event of payment in Shares, such Shares shall be transferred to the Beneficiary within ten (10) business days as from the Conversion Date.

 

  3.2.

Once the Company’s Shares have been delivered, the Beneficiary shall comply with all lock-up rules established by SEC (Securities and Exchange Commission, USA), by the Company, by PagSeguro Brasil or in the LTIP-Goals concerning the sale of shares.

 

  3.3.

Once the ownership has been effectively transferred from the Company to the Beneficiary, the latter shall be solely responsible for managing the Shares, except as provided for in Section 3.2.

 

  3.4.

As resolved by the LTIP-Goals Committee, the delivery of Shares shall occur through sale of treasury shares, subscription of new shares or payment in cash for the Beneficiary to acquire the Company’s shares in the market.

 

4.

Events of Termination of Employment of the Beneficiary of PagSeguro or affiliated companies

 

  4.1.

If the termination occurs before the end of the year: the Beneficiary will not be entitled to the Shares.


  4.2.

If termination occurs after the year’s closing and before the Conversion Date: the Beneficiary shall receive the Shares, provided that the PSP-PSB goals for the previous year have been met.

 

5.

Legal Charges – Shares and Settlement in Cash

 

  5.1.

The amounts subject matter hereof – paid in Shares or settled in cash – are related to the development goals of PagSeguro Brasil, established in each annual PSP-PSB. Thus, they do not result in payment of labor (FGTS, 13th salary and holidays) or social security charges.

 

  5.2.

PagSeguro Brasil, as part of a Profit Sharing Plan, as provided by Law No. 10.101/00, shall perform the due discounts and payments provided by applicable law, considering the payment date as basis for calculation.

 

6.

LTIP-Goals Effectiveness

 

  6.1.

The LTIP-Goals was approved by the Company’s Board of Directors and the LTIP Goals Committee is authorized to take all necessary measures in order to be implemented by the Company.

 

  6.2.

The LTIP-Goals shall be effective until the Company’s Board of Directors or the LTIP Committee decides to end it.

 

  6.3.

Without prejudice to the effectiveness and term of the PSP-PSB, the LTIP Goals and the Individual Agreements may be amended or terminated, at any time, by decision from the Company’s Board of Directors or the LTIP-Goals Committee, in the event of force majeure or drastic fluctuation in the general conditions of economy that indicates unpredictability or instability, or also in the event of changes in the law or regulations applicable to the Company or to PagSeguro Brasil that may result in material changes to the provisions of the LTIP-Goals and the Individual Agreement.

 

  6.4.

In the event of corporate restructuring of the Company and/or PagSeguro Brasil, including third-parties, or in the event of spin-off, merger, consolidation, or also in the event of an IPO by the subsidiaries, LTIP-Goals and the Individual Agreement may be adjusted to such new corporate structure and may be amended, as exclusively resolved by the Board of Directors or the LTIP-Goals Committee.

 

7.

Final Provisions

 

  7.1.

The provisions in this Individual Agreement and in the LTIP-Goals do not confer upon any rights to the Beneficiary that ensure his or her stay at PagSeguro Brasil or at any other company comprising its corporate group, and it does not interfere in anyway in PagSeguro Brasil’s right to, at any time and pursuant to applicable law, remove the Beneficiary from his or her duties and terminate the legal relationship with the Beneficiary.


  7.2.

Cases not provided by this instrument shall be ruled by the LTIP-Goals Committee or by the Company’s Board of Director.

Approved on December 18, 2018 and ratified on August 07, 2019.

(Back To Top)

Section 5: EX-10.3 (EX-10.3)

EX-10.3

Exhibit 10.3

REDACTED COPY

Certain identified confidential information has been redacted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Confidential portions of this Exhibit are designated by [*****].

SOFTWARE DEVELOPMENT AND IMPLEMENTATION SERVICES AGREEMENT

By this private instrument, on one side,

PAGSEGURO INTERNET S.A., headquartered at Avenida Brigadeiro Faria Lima, 1384, 4th floor, in the City of São Paulo, State of São Paulo, enrolled with the National Register of Legal Entities of the Ministry of Finance - CNPJ/MF under No. 08.561.701/0001-01, herein represented pursuant to its articles of incorporation, hereinafter simply referred to as CLIENT

and, on the other side

COMPASSO TECNOLOGIA LTDA., a private legal entity, enrolled with the CNPJ/MF under No. 07.654.824/0001-24, headquartered in the city of Passo Fundo – Rio Grande do Sul, at Rua Coronel Chicuta, No. 575, hereinafter simply referred to as “COMPASSO”, herein represented pursuant to its articles of incorporation.

Both parties have decided to enter into this Software Development and Implementation Services Agreement (“Agreement”) pursuant to the following clauses and conditions:

SECTION ONE – PURPOSE

1.1.    This agreement establishes the general conditions for the provision of software development and/or implementation services by COMPASSO to the CLIENT (“Services”), which are set and described in the Service Agreement, which conditions are an integral part of this Agreement (Exhibits I).

1.1.1.    The services herein contracted shall be provided according to the type and specific conditions required to perform the Services, described in the Service Agreement, which include, without limitation: (i) detailed description of the Services; (ii) site to perform the activities; (iii) price, term and method of payment; (iv) time period for execution of Services; (v) equipment, installations and/or human resources to be provided by the CLIENT; (vi) policy and/or rules to be complied with for the refund of expenses incurred by COMPASSO. At any time and without prejudice to the type of contracting in force, the parties may contract the provision of other types of Services, through the execution of a new Service Agreement, which shall comprise all details about the specific conditions of the type of Services contracted therein and shall become an integral part of this Agreement, for all legal purposes and effect.


1.1.2.    This Agreement does not cover the provision of data hosting services and/or IT environment services, which, if contracted by the parties, shall be the purpose of a different contractual instrument, with its conditions not being affected nor harmed by this Agreement.

1.2.3.    Likewise, this Agreement shall not cover the provision of software or its licensing by COMPASSO to the CLIENT. The Service Agreement comprises all descriptions of the software which licenses the CLIENT must acquire in case they are needed for the performance of the Services, and we hereby clarify that, in such event, the performance of the Services shall be conditioned to the acquisition and maintenance of all relevant licenses by the CLIENT.

1.1.3.    In the event of discrepancy or if any question may arise from this Agreement and any of its Exhibits, or any other documents, the terms of this Agreement shall prevail.

1.2.    Depending on the type of Services contracted and their technical scope, this Agreement may also cover the provision of advisory services by COMPASSO to the CLIENT, pursuant to the specifications included in the Service Agreement, also subject to the other provisions herein.

SECTION TWO –PRICES AND ADJUSTMENT

2.1    The prices for provision of Services are mentioned in the Service Agreement, including all taxes. In the event any new tax is created or an existing tax is changed, COMPASSO shall review the amounts comprised in the invoice in order to match such changes.

2.2.    The parties hereby elect IPCA as the monetary adjustment index, applicable to the prices included in the Service Agreement, taking into account the IPCA variation during the twelve (12) months before the beginning of the service provision. If the index is not available, or if permitted by law or by court order, the official index replacing IPCA shall be applied, or if it does not exist, another index with a monthly variation, calculated on a pro-rata basis, which best reflects the inflationary effects of the national currency.

2.2.1.    If the applicable index has its publication delayed or if it is not published, COMPASSO shall issue the invoices using the last published index. Promptly after the subsequent publication of such index, COMPASSO shall issue invoices for the payment and/or refund of the difference between the amount previously charged and the amounts actually due.

2.3.    In the event of occurrence of acts or facts that may harm the financial and economic balance of this contracting, both parties shall use their best efforts to solve and remedy the situation, in a way to prevent any economic, financial or any other type of loss.

SECTION THREE – PAYMENT METHOD

3.1.    The service provision shall be billed [*****], as described in the Service Agreement.

3.2.    The delay for payments due shall subject the CLIENT to [*****].

3.2.1.    The services provision may be interrupted if the default by the CLIENT [*****], and in such case, the provision shall not be resumed until all amounts due are fully paid, without prejudice to COMPASSO’s right to promptly terminate this Agreement.

[*****]  Confidential information redacted


SECTION FOUR – OBLIGATIONS OF THE CLIENT

4.1    Without prejudice to any other obligation provided herein, the CLIENT undertakes:

4.1.1    To provide, in writing, all information, including banking and tax information, and technical data that may be requested by COMPASSO, which are needed to perform the Services, including, but not limited to specific and detailed information on the size and settings needed for the services provided to fulfill its activities’ and business’ needs, as well as other information that may be deemed relevant and/or useful for the Service provision, notifying COMPASSO about any necessary changes.

4.1.2    To review the services and/or products delivered by COMPASSO, within five (5) business days, period when the CLIENT must execute the relevant Services Acceptance Term or notify in writing COMPASSO about the non-acceptance, explaining the reason for refusal and indicating which actions need to be taken to make the services and/or the products acceptable. In the event there is no express acceptance nor refusal within the period established above, the services and/or the products shall be deemed accepted.

4.1.3.    To appoint someone among the CLIENT’s employees as the professional in charge for all technical matters involved in the performance of the Services, which includes participation, upon request by COMPASSO, in an initial meeting to be scheduled between the parties as from the execution hereof (“Kick-Off Meeting”), where the schedule of Services shall be established.

4.1.4.    To provide COMPASSO with the equipment, software, facilities and/or human resources provided in the Service Agreement.

4.1.5.    To provide proper location for the development of COMPASSO’s activities at the CLIENT’s site, if necessary.

4.1.6.    To refrain from giving orders and instructions directly to any employees performing their activities within the CLIENT’s establishment, restricting the communication of requests to the responsible employees appointed by COMPASSO.

4.1.7.    To provide COMPASSO with access to the CLIENT’s systems and relevant facilities, equipment, software and database, in case access is needed for the provision of Services, and allowing, as applicable, the installation of equipment and systems of COMPASSO in its facilities.

4.1.8.    To keep all of its systems, equipment, software, database and connections working, also with the maintenance and support of their relevant licenses and security assets, in the same condition as informed by COMPASSO, in a way to foster the provision of Services, notifying COMPASSO, forty-eight (48) hours in advance, of all and any changes that may impact the provision of Services, under the penalty of holding COMPASSO harmless from any liability over the services contracted herein.

4.1.9.    To use and keep in operation all software that may be provided by COMPASSO exclusively in the CLIENT’s own establishment, and to not sell, assign, bind, pledge, lease or offer as guarantee, change, enhance, insert modifications, developments, components, connections or in any way dispose of any software licensed by COMPASSO, which shall remain as COMPASSO’s property until the end of the contracting period.


4.1.10.    To be liable for the legal compliance of the CLIENT’s IT infrastructure, holding COMPASSO harmless from any liability regarding data, files, software, systems and contents that have not been provided by COMPASSO, as well as any liability for the activities performed by the CLIENT and/or third parties, and also for any failure in the Services arising from the lack of legal compliance by the CLIENT’s IT infrastructure.

4.1.11.    To suit itself to the technical and security criteria appointed by COMPASSO, adopting all procedures recommended by COMPASSO for the completion of the Services and using the Services according to the directions given by COMPASSO, cooperating with COMPASSO in all matters and issues related to the provision of the Services.

4.1.12.    To carry out payments due for the service provision, pursuant to the terms and conditions herein and in the Service Agreement.

4.1.13.    To bear all expenses arising from commuting, accommodations and meals of COMPASSO’s technicians to the CLIENT’s facilities, throughout the effectiveness hereof, provided that previously agreed between the parties.

4.1.14.    The CLIENT is liable for proper license use within its environment throughout the effectiveness of the Agreement, and it shall be aware of and comply with the rules to use such licenses. Any penalty or fine that may be applied by the licensing company to COMPASSO shall be passed on to the CLIENT.

4.1.14.1    If the licensing company notifies COMPASSO about carrying out an audit to verify the use of licenses, the CLIENT shall be responsible for taking all necessary measures to comply with the request, and any penalty or fine that may be applied by the licensing company to COMPASSO shall be passed on to the CLIENT.

4.2.    The CLIENT shall refrain from hiring any of COMPASSO’s employees for a period of twelve (12) months after the completion of the contracted services, subject to a fine in the amount of thirteen (13) salaries, considering the calculation basis to be the last effective salary of the employee who was hired by the CLIENT in breach of this section, except if previously agreed between the parties.

SECTION FIVE – OBLIGATIONS OF COMPASSO

5.1.    Without prejudice to any other obligation provided herein, COMPASSO undertakes:

5.1.1    To provide the Services as contracted and described in Section One hereof, within the best technical standards and the terms established in the Service Agreement.

5.1.2    To provide the CLIENT with all information related to the Service provision and relevant deliverables, upon formal reports of all activities performed, if so provided by the Service Agreement.

5.1.3.    To bear all expenses arising from labor and social security charges of its employees throughout the effectiveness of this Agreement and the relevant Service Agreement.


5.1.4.    To comply with internal laws of the CLIENT’s work environment and to perform the Services in a way to not interfere with the CLIENT’s regular business activities, except if agreed otherwise by the Parties.

5.1.4    After the Services are performed, to complete all Software tests together with the technical personnel appointed by the CLIENT, with the purpose of issuing the relevant Services Acceptance Term.

SECTION SIX –LEGAL COMPLIANCE OF IT ENVIRONMENT

6.1.    The CLIENT is and shall be solely and exclusively liable for the legal compliance of its IT environment where the Services are performed, and COMPASSO is not required to inspect and/or is not liable for any data, files, software, systems and contents in the CLIENT’s IT environment and which have not been provided by COMPASSO, as well as for any activities carried out by the CLIENT and/or third parties using such IT environment.

6.2.    Regardless of the type of Services contracted, the CLIENT agrees to comply with all local, domestic and international laws and regulations that govern the use of the IT environment where the Services are performed, refraining from: (i) performing any activities that may be considered unlawful, not using the Services to any unlawful purposes; (ii) keeping data, files, software, systems and content that the CLIENT may not have the right of use over and/or that may be considered unlawful, for any reason; (iii) using the IT environment where the Services are performed or allowing the use of the environment with the purpose to obtain unauthorized access to equipment, systems, networks and/or third-party data (hacking), as well as for the distribution of messages to entities that do not expressly request such messages (also known in the industry as spamming); (iv) using the IT environment and/or the Services with any other purpose that contradicts the information security good practices in effect in the market or that may cause losses or failures to third parties or to COMPASSO, whether intentionally or not; (v) performing any action or use through the IT environment contradicting the Acceptable Use Policy (PUA) adopted by COMPASSO, which is available at: https://www.uoldiveo.com.br/politica-de-uso.html.

6.3.    At any time, in case it verifies non-compliance by the CLIENT regarding the provisions of this Section, COMPASSO may communicate the fact to the CLIENT and suspend the Service provision, until the CLIENT cures such non-compliance and restores to COMPASSO the legal compliance of the IT environment where the Services are provided, also subject to the provisions in clause 7.2 below.

SECTION SEVEN – EFFECTIVENESS AND TERMINATION

7.1.    This Agreement shall become effective on July 1st, 2019 and remain in force for the period of five (5) years. It may be renewed for by means of written and executed amendment thereto.

7.2.    This Agreement may be immediately terminated by any of the parties, with cause, in the following events:

(a)    if the other party breaches any clauses or conditions established herein and does not remedy such default within thirty (30) days after the date such party receives written notice from the aggrieved party;


(b)    if the other party files for bankruptcy or judicial or extrajudicial reorganization; or

(c)    by force majeure or Act of God, pursuant to the Civil Code.

7.2.1.    Regardless of the time left to remedy the default, provided in item a of section 7.2, in the event of breach of section 3.2.1 hereof or in the event of breach of any provision of law or rule by any regulatory agency or governmental authority, termination may occur immediately.

7.3.    If the CLIENT wishes to terminate this Agreement or a Service Agreement without cause, the CLIENT must notify so in writing, sixty (60) days in advance, and it CLIENT shall bear all compensation related to Services already provided by COMPASSO.

SECTION EIGHT - ASSIGNMENT

8.1.    The Parties may partially or fully assign and transfer this Agreement, upon prior written communication to the other Party. In the event of corporate reorganization by any of the Parties, within the modalities provided by the applicable corporate law, the successor must subrogate all rights and obligations undertaken herein.

SECTION NINE – CONFIDENTIALITY

9.1.    By virtue of this Agreement, the parties may have access or receive from one another confidential information and data (“Confidential Information”) which, in general, are not public knowledge, including, among others, technical, commercial, financial, legal or miscellaneous data or information, including, without limitation, trade secrets, know-how, and information related to technology, clients, business plans, promotional and/or trade, economic and financial activities and other business, and such information and data may be included in several materials, such as drawings, models, data, specifications, reports, compilations, computer programs, formulas, patents, financial and economic spreadsheets, information from current or potential clients and suppliers, agreements, existing or future products and any other materials that have been obtained or acknowledged before or after the effectiveness hereof, also including any and every information provided orally.

9.2.    The parties agree that all Confidential Information from one party provided or made available to the other party (“Receiving Party”) shall continue to be the sole and exclusive property of the disclosing or relevant party (“Disclosing Party”).

9.3.    None of the parties may disclose the Confidential Information to any person without the prior written consent from the Disclosing Party, except to the Receiving Party’s employees, contractors or suppliers and/or affiliates who provenly need to know any such information for the accurate performance of this Agreement, and anyone receiving Confidential Information must agree with the confidentiality terms established herein.

9.4.    The parties shall not use, nor allow anyone else to use, any Confidential Information for any other purpose other than the one for which it was disclosed, with the parties also undertaking to execute with their employees and workers involved in the operation and performance of the Services a confidentiality agreement that assures compliance herewith.


9.5.    The obligations of this section shall survive for a period of two (2) years after the end or termination of this Agreement.

9.6.    The provisions provided in this Section are not applicable to any Confidential Information that: (i) is already known by the Receiving Party on the date the information was disclosed by the Disclosing Party; (ii) is under public domain without any breach by the Receiving Party of the obligations undertaken herein; (iii) is disclosed to the Receiving Party without any restrictions by a third party with legal consent to perform such disclosure; (iv) is independently developed by the Receiving Party; (v) has been disclosed due to a law requirement or court order.

9.7    COMPASSO may use the CLIENT’s name and trademark in merchandise material, provided that previously approved by the CLIENT.

9.8.    The CLIENT and COMPASSO agree that none of the Parties may make any public or private representation, comment or communication, under any form, whether oral, written or by electronic means, with depreciative or harmful nature regarding the good name and reputation of the other party and/or its products and/or services, as well as its respective employees, officers and/or directors, particularly in case any attack or other event occurs.

SECTION TEN - LIABILITY

10.1.    The Services shall be provided by COMPASSO pursuant to the best techniques and the items and conditions contracted, pursuant to the Service Agreement. The CLIENT hereby acknowledges and represents to be aware that the Services shall be provided by COMPASSO with the purpose of supplying the necessary means for the implementation and/or development of software pursuant to the requirements informed by the CLIENT, and COMPASSO shall be only responsible for ensuring the operation of such software in fulfillment of all requirements by the CLIENT. For such reason, THE PARTIES ACKNOWLEDGE AND AGREE THAT COMPASSO DOES NOT UNDERTAKE HEREIN ANY OBLIGATION THAT MAY BE CONSIDERED AN OBLIGATION WITH THE RESULTS OF SAID SOFTWARE AND, THUS, COMPASSO SHALL NOT ENSURE AND SHALL NOT BE HELD LIABLE FOR ANY RESULTS THAT THE CLIENT AIMS TO ACHIEVE BY USING SAID SOFTWARE AND/OR ANY OF ITS FEATURES, AS WELL AS FOR ANY OPERATIONS CARRIED OUT AND/OR REVENUES RESULTED FROM THE USE OF THAT SOFTWARE.

10.2.    The Parties’ liability shall be limited to the event of proven wrongful default with the obligations undertaken herein and/or in any of the Exhibits.

10.3.    The parties may not be held liable for non-compliance with its obligations hereunder in the event of force majeure or acts of God that may temporarily or permanently hinder compliance with any such obligations, pursuant to article 393 of the Brazilian Civil Code. The party who intends to take advantage of the exemption provided in this Section must promptly notify the other party, by writing, of the occurrence of the act of God or force majeure, also informing the estimated duration of such event.

10.4.    In the event that COMPASSO does not comply with any of the specific conditions of the Service Agreement, by its exclusive and proven fault, the CLIENT shall be entitled to a ratable discount in the total amount set forth in the respective Service Agreement, as reimbursement, which may also occur by any other means agreed between the parties.


10.5.    None of the parties shall bear the costs of indemnification related to losses and damages, loss of profits and/or direct damages incurred by virtue of this Agreement, in an amount over the sum of the twelve (12) monthly fees before the triggering fact.

10.6.    The parties represent and warrant that they acknowledge, agree and shall comply with all laws, rules and regulations applicable to the Services and the activities to be performed by them hereunder, including, without limitation, those enacted by the competent regulatory bodies.

10.7.    COMPASSO shall solely bear all labor, social security, tax and occupational insurance obligations that may arise from the employment bond between COMPASSO and its employees, agents or any other professionals assigned to work on the Services and other contracted items.

10.8.    For all legal purposes, in spite of any services that may require the presence of COMPASSO’s technicians at the CLIENT’s facilities, such services always correspond to professional computer technical services, with no type of hierarchical or occupational bond with the CLIENT, at all times, and may not be characterized as employee leasing services, pursuant to RFB Normative Instruction No. 971/2009, articles 117 and 118, but as professional computer technical services, therefore, no discount nor withholding by the source paying for the contracted service is applicable.

SECTION ELEVEN – DATA AND INFORMATION PROTECTION

11.1    The information provided by the CLIENT for the performance of this Agreement – which may include, without limitation, customer or third-party information – may only be stored by COMPASSO in encrypted form, pursuant to applicable legislation. Data made available to COMPASSO is solely and exclusively aimed at the provision of services subject matter of this Agreement, and under no circumstance COMPASSO may change such purpose without express and written instruction from the CLIENT, subject to liability for damages and indemnification.

11.1.1    COMPASSO shall promptly notify by writing the CLIENT in the event of any (i) violation to the information security procedures; (ii) unauthorized access or change, disclosure or use of data provided by the CLIENT. Such notice shall include measures taken or set forth by COMPASSO to remedy the situation. If a security breach is verified, COMPASSO must immediately track and/or retrace the steps up to the breach and remedy it.

11.2    COMPASSO acknowledges that the unauthorized disclosure of data provided by the CLIENT may result in irreparable damages and that, in the event of violation or threat of violation of any such obligations, COMPASSO shall be liable for the damages and indemnification of any type – caused to the CLIENT and/or third parties – arising from the use of such data without compliance with the terms provided herein.

11.3    COMPASSO represents to acknowledge and agree with the CLIENT’s Privacy Policy, which is available at: https://sobrePAGSEGURO.noticias.PAGSEGURO.com.br/normas-de-seguranca-e-privacidade.html.


SECTION TWELVE – FIGHT AND PREVENTION AGAINST CORRUPTION AND MONEY LAUNDERING

12.1.    COMPASSO represents, on its behalf and on behalf of its Representatives, as defined below, that it acts in compliance with all laws, regulations, guidelines, policies and any other provisions related to fighting and preventing corruption and money laundering, including, but not limited to: (i) applicable Brazilian law, (ii) Foreign Corrupt Practices Act (FCPA), (iii) international conventions and pacts to which Brazil is a party, and (iv) the CLIENT’s guidelines and policies.

12.1.1.    Representatives. For the purposes of this Section, “Representatives” are all persons who are a part of its economic groups, partners, managers, officers, directors, business partners, attorneys-in-fact, advisors, consultants, employees, agents, contractors or any other third parties directly or indirectly related to COMPASSO, as well as any individual or legal entity, including those that directly or indirectly exercise control over such legal entity, as well as its parent companies, subsidiaries, affiliates and companies under common control, pursuant to Law No. 6.404/1976.

12.1.2.    COMPASSO represents to acknowledge all of the CLIENT’s policies associated to fighting and preventing corruption and money laundering and that it has not performed nor will perform any acts or practices that directly or indirectly involve the offer, promise, bribery, extortion, authorization, solicitation, acceptance, payment, delivery or any other act related to undue pecuniary advantage or any other unlawful advantage violating the laws provided above or any other applicable law.

12.1.3.    COMPASSO undertakes to inform about and to perform trainings with all of its Representatives on the provisions of this Section and regarding anti-corruption and anti-money laundering practices, and also to implement, if it has not implemented before, policies, guidelines and rules conforming to the practices established herein.

12.1.4.    COMPASSO undertakes to notify the CLIENT if any of its Representatives have already exercised or currently exercise any role as Public Authority, as defined below, as well as to disclose all family relationships or close personal relationships of its Representatives with any Public Authority.

12.1.5.    Public Authority. For the purposes hereof, “Public Authority” means, without limitation, any person, agent, employee or contractor exercising activities in departments, institutions, associations, entities or bodies of the direct or indirect public administration, as well as any employee, family member, relative or personal close relationships.

12.1.6.    Non-compliance with the provisions herein established by COMPASSO or by its Representatives shall be considered a critical breach and may result in the contractual termination by the CLIENT, which may, at its sole discretion, promptly suspend compliance with its obligations hereunder. The violation of this Section, by COMPASSO or its Representatives, also results in the obligation of indemnifying the CLIENT for any losses and damages.

12.1.7.    COMPASSO agrees that the CLIENT may, at its sole discretion, audit COMPASSO regarding any information and/or document, with the purpose of monitoring compliance with the provisions established in this Section. Such audit may be carried out by the CLIENT or by a third party assigned and paid by the CLIENT, and COMPASSO must, at all times, ensure wide and full access to all associated documents.

12.1.8.    COMPASSO undertakes to promptly notify the CLIENT in the event of any breach, or suspicion of breach, or any irregular situation that may arise against the CLIENT’s internal conducts and policies, as well as the Brazilian legislation with regard to fighting and preventing money laundering and corruption, and international conventions and agreements which govern the matter.


SECTION THIRTEEN – ANTI-CORRUPTION

13.1    The Parties and their officers, directors, employees, and/or representatives and attorneys-in-fact undertake to comply with the Brazilian laws and faithfully undertake to not exercise any act, which may be directly or indirectly framed as corruption or harmful act against the national or foreign public administration, pursuant to article 5 of Brazilian Federal Law No. 12,846/2013, such as offering undue payments and/or promises, rewards, prizes or any other direct or indirect advantage to public agents, employees of the State under any branch, political parties and their employees, as well as agents or employees of foreign public administration. The violation of any Anti-corruption Law by the Party shall be considered a critical breach and entitles the other Party to immediate contractual termination.

13.2    The Party shall not be liable for any actions and/or omissions of any type, losses and damages, loss of profits resulted from or related to the violation of any anti-corruption laws by the breaching Party, including its officers, directors, employees and/or representatives.

13.3    The breaching party shall indemnify and hold the other Party and/or its officers, directors, employees and/or representatives harmless from any loss, claim, fine, costs or any expense incurred by the Party arising from any breach provided in this Section or any Anti-corruption Laws.

13.4    Without prejudice to the applicable legal measures, both Parties acknowledge and agree that they shall provide all relevant data and information when requested by the competent authorities, in the event any procedure is instated with the purpose of assessing violations of anti-corruption laws applicable to this Agreement.

SECTION FOURTEEN – BACEN

14.1    It is hereby agreed between the Parties that PAGSEGURO may amend or terminate the Agreement, without any lien, fine or penalty, upon simple notice to COMPASSO, with the purpose of adjusting this instrument to industry rules, mainly, but not limited to, the rules established by the Brazilian Central Bank - BACEN.

SECTION FIFTEEN – GENERAL PROVISIONS

15.1.    The parties hereby acknowledge that the voidness or invalidity of any of the contractual clauses shall not change the effectiveness of the other clauses and the agreement.

15.2.    The forbearance, by any of the parties, to any non-compliance with the conditions herein established shall represent simple liberality, and it shall not constitute contractual novation or waiver of any rights and it may be exercised by the aggrieved party at any time.

15.3.    This Agreement may not be changed, except by written amendment executed by both parties.

15.4.    Under no circumstance will this contract give the right to a party to represent the other one before any third party.


15.5.    All notices required hereunder shall be (a) delivered in hands or (b) sent by registered mail to the addresses the parties specified in the Service Agreement, or to any other address specified by one party to the other in writing.

15.6.    The CLIENT must refrain from using, for any means or purpose, the name, the trademarks and/or any other intellectual property of COMPASSO, except if the latter prior and expressly authorizes such use in writing, case where such use must be restricted to the terms of COMPASSO’s authorization.

15.7.    This instrument, jointly with the Service Agreement and other Exhibits, contains the entire agreement between the Parties in connection with its subject matter and replaces any previous or contemporary agreements, whether oral or written, with any individual willful representations made by the parties other than agreed herein and in such documents being legally void.

15.8.    The CLIENT represents that the attorneys-in-fact and/or legal representatives executing this Agreement are duly empowered pursuant to the respective Bylaws /Articles of Association to undertake all obligations herein provided.

15.9.    This Agreement shall be governed by the Brazilian law.

SECTION SIXTEEN - VENUE

16.1.    The parties hereby elect the courts of the judicial district of São Paulo/SP, to settle any disputes arising out hereof.

IN WITNESS WHEREOF, the Parties have executed this Agreement in two (2) counterparts in the same form and content, together with two undersigned witnesses.

 

São Paulo, July 15, 2019.
PAGSEGURO INTERNET S.A.

    /s/ Wagner Chagas Feder

Name: Wagner Chagas Feder
CPF: 289.059.258-80

    /s/ Renato Bertozzo Duarte

Name: Renato Bertozzo Duarte
CPF: 212.549.598-82
COMPASSO TECNOLOGIA LTDA.

    /s/ Marcelo Moojen Epperlein

Name: Marcelo Moojen Epperlein
CFO – UOL DIVEO
CPF: 083.234.718-35

    /s/ Cleyton de Almeida Ferreira

Name: Cleyton de Almeida Ferreira
CTO – UOL DIVEO
RG M 6070638


WITNESSES:

    /s/ Fabiana A. Algaves

Fabiana A. Algaves
Contract Manager – UOL
RG: 41.880.120-4
CPF: 369.450.098-74


LOGO   

 

LOGO

 

Principal: PAGSEGURO INTERNET S.A.    CNPJ: 08.561.701/0001-01
Contractor: COMPASSO TECNOLOGIA LTDA    CNPJ: 07.654.824/0001-24
Project Name: PagSeguro – Squad 1 – Financial Conciliation System
Contract #: 2735    Service Agreement #: 01

This Service Agreement is governed by the above referred Service Contract, entered into between PAGSEGURO INTERNET S.A and COMPASSO TECNOLOGIA LTDA on July 15, 2019.

Scope:

This Service Agreement provides for the allocation of a squad of professionals with software development profiles, acting in agile dynamics, according to the work model used by PagSeguro.

The detailed scope of the services, as well as the out-of-scope items, are described in the document TECHNICAL/COMMERCIAL PROPOSAL PagSeguro – Squad 1 – Financial Conciliation System PS-20190725-10_v2 which, duly initialed by the parties, is made an inseparable Attachment to this Services Agreement.

Compensation:

 

a)

[*****].

 

   

[*****].

 

b)

[*****] according to the ratecard below.

 

Baseline

    Additional Hour Value  

Professional Profile

   #
Professionals
   Base    Hours/Month    Value/hour    Monthly
Investment
(Baseline)
    Not triggered
warning
    Extra
hour
    Night Hour
10 pm to 6
am
    Extra Night
Hour
 

Senior Data Engineer

   1    DC    [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Senior DevOps Analyst

   1    DC    [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Senior Dev Beckend

   1    DC    [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Full Dev Beckend

   2    DC    [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Senior Automation Tester

   1    DC    [*****]    [*****]      [*****     [*****     [*****     [*****     [*****
   6       [*****]         [*****        

 

% of Hour

Value

  Additional Hour Value

Not triggered

warning

  Overtime  

Night Hour

10:00 p.m.

to 6:00 a.m.

 

Night

Overtime

[*****]   [*****]   [*****]   [*****]

[*****]  Confidential information redacted

 

1


LOGO   

 

LOGO

 

Premises and Requirements:

All assumptions and requirements are detailed in the document TECHNICAL/COMMERCIAL PROPOSAL PagSeguro - Squad 1 - Financial Conciliation System PS-20190725-10_v2 already mentioned.

Place of Service:

The activities will be carried out from Compasso’s Delivery Center in Rio Grande do Sul and, in specific situations and according to the need, also in person at the Client’s headquarters..

Service Delivery Time:

Activities that are not specified as 24x7 will be performed during business hours. Business hours are considered to be from 7:00 am to 7:00 pm GMT -3 (Time Zone Brasília).

Travel Expenses:

There are not included in the price, and must be reimbursed to Compasso upon presentation of an expense report, enclosed with Debit Note and payment instructions, provided that previously informed and authorized by PagSeguro, under the terms and limitations of its current policies. Travel expenses are understood as: travel, meals, insurance and lodging, as follows:

Travel Expense Policy

 

Daily Meals – Southeast Region**    R$ 70.00    non-cummulative
Hotel – 3-Star Executive Category      
Air Transport – Cheapest ticket for the designated time      
Insurance – In case of International travel      
Ground transportation      
   Corporate taxi /Uber rate against receipt
   Intercity bus when applicable
Travels/Travel during business hours   

 

**

If there is an update to the daily meal allowance in the Travel Policy, it will be communicated to the Customer by email and will be formally provided for through an amendment to this Service Agreement

Payment Terms:

 

   

[*****] will be issued until [*****];

 

   

All invoices (NFs) will be due within [*****] from the issuance date;

[*****]  Confidential information redacted

 

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Remarks:

 

   

Taxes are already included in the amounts invoiced, namely: ISSQN (2%), PIS (0.65%), and COFINS (3%), for billing in Brazil;

 

   

Service invoices must be issued by the Contractor not later than the 12th of each month and will be paid in 30 ddl mode.

 

   

Compasso will issue the Invoices as from the unit that performs the services and may use its branches for such purpose.

 

   

In the event of activities outside the contracted scope and not provided for in the additional item described herein, these must be previously approved between the Client and Compasso, and will be subject to a specific Service Agreement;

 

   

All operations related to this contract will be billed in national currency (BRL).

 

   

Unless as previously notified as provided in the contract, the services described herein shall be automatically renewed under the same conditions.

 

   

As provided in the contract, at each 12-month period the amounts provided for herein will be monetarily adjusted to the IPCA.

Other conditions:

The other terms and conditions set forth in the above-mentioned Service Contract apply to the Services.

These are an integral part of this Service Agreement:

Attachment I – TECHNICAL/COMMERCIAL PROPOSAL PagSeguro – Squad 1 – Financial Conciliation System PS-20190725-10_v1

Attachment II – Principal’s Information Security and Data Protection

In the event of any discrepancy between the terms and conditions of this agreement and the aforementioned proposals, the provisions of this Service Agreement shall prevail.

 

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Beginning of the Activities: As from the execution of the Service Agreement

Term: 12 months

Project Type: Dedicated SQUAD

In witness whereof, the Parties execute this SA (Service Agreement) in two (2) counterparts of the same content and form, in the presence of the undersigned witnesses.

São Paulo, August 13, 2019.

Parties:

 

PAGSEGURO INTERNET S.A.

 

   

 

          By:               By:
          Title:               Title:
COMPASSO TECNOLOGIA

 

   

 

          By:               By:
          Title:               Title:
        Witnesses:    

          1.

   

          2.

          Name:               Name:
          CPF No.:               CPF No.:

 

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ATTACHMENT 1

TECHNICAL/COMMERCIAL PROPOSAL PagSeguro – Squad 1 – Financial Conciliation System PS-20190725-10_v2

 

5


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TECHNICAL |COMERCIAL PROPOSAL

PagSeguro – Squad 1 – Financial Conciliation System

August 07, 2019

Proposal Number: PS-20190725-10.v2

 

LOGO


Initial Considerations · The information contained in this document about products, services, images, graphic layouts and intellectual design is owned by COMPASSO or its respective suppliers, its duplication being permitted only for internal use of PagSeguro, and may not be used as a source of information to third parties, as well as all information provided to COMPASSO shall not be disclosed nor used in other projects, save as authorized in writing by both parties; · The content of this document includes ideas and material owned by COMPASSO and should be used solely for the assessment of this proposal; · This material may not be accessed by persons not directly related to the client and to the assessment of the proposal in question; · The same terms also apply to information obtained at meetings and in documents received with respect to the client and used by COMPASSO to prepare this proposal; · No part of this document may be reproduced in other documents and/or presentations without the express written authorization by COMPASSO. Initial Considerations · The information contained in this document about products, services, images, graphic layouts and intellectual design is owned by COMPASSO or its respective suppliers, its duplication being permitted only for internal use of PagSeguro, and may not be used as a source of information to third parties, as well as all information provided to COMPASSO shall not be disclosed nor used in other projects, save as authorized in writing by both parties; · The content of this document includes ideas and material owned by COMPASSO and should be used solely for the assessment of this proposal; · This material may not be accessed by persons not directly related to the client and to the assessment of the proposal in question; · The same terms also apply to information obtained at meetings and in documents received with respect to the client and used by COMPASSO to prepare this proposal; · No part of this document may be reproduced in other documents and/or presentations without the express written authorization by COMPASSO.


TECHNICAL PROPOSAL TECHNICAL PROPOSAL


Scope · The scope of this proposal provides for the allocation of a squad of professionals with software development profiles, acting in agile dynamics, according to the work model used by PagSeguro. · This squad of professionals will be working in the development of the Financial Conciliation System. · The professionals who make up the squad will be acting on a full-time dedication basis. · Team allocation is during business hours, Monday to Friday, from 7 am to 7 pm (except holidays); · The team allocated to this squad will be physically acting from the Delivery Center of Passo Fundo/RS; · This team operates based on a weekly workload of 44 hours. Scope · The scope of this proposal provides for the allocation of a squad of professionals with software development profiles, acting in agile dynamics, according to the work model used by PagSeguro. · This squad of professionals will be working in the development of the Financial Conciliation System. · The professionals who make up the squad will be acting on a full-time dedication basis. · Team allocation is during business hours, Monday to Friday, from 7 am to 7 pm (except holidays); · The team allocated to this squad will be physically acting from the Delivery Center of Passo Fundo/RS; · This team operates based on a weekly workload of 44 hours.



COMMERCIAL PROPOSAL COMMERCIAL PROPOSAL


Investment

We present below the commercial proposal based on the profiles mapped for composition of Squad 1 - Financial Conciliation System.

 

Professional Profile

  

# Profissional

  

Gross monthly value per profile

  

 

Senior Data Engineer

   1       [*****]

Senior DevOps Analyst

   1       [*****]

Senior Backend Dev

   1       [*****]

Full Backend Dev

   2       [*****]

Senior Automation Tester

         [*****]

Monthly Gross Value

   6       [*****]

CONSIDERATIONS:

 

   

Amounts are stated in Reais;

 

   

The stated amounts include the relevant taxes levied, namely: ISSQN (2%), PIS (0.65%), Cofins (3%);

 

   

The above figures consider the allocation of this squad for a period of 12 months.

[*****] Confidential information redacted

 

LOGO


Investment

 

Baseline

    Additional Hour Value  

Professional Profile

   #
Professionals
   Base      Hours/Month    Value/hour    Monthly
Investment

(Baseline)
    Not triggered
warning
    Extra
hour
    Night Hour
10 pm to
6 am
    Extra Night
Hour
 

Senior Data Engineer

   1      DC      [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Senior DevOps Analyst

   1      DC      [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Senior Dev Beckend

   1      DC      [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Full Beckend Dev

   2      DC      [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Senior Automation Tester

   1      DC      [*****]    [*****]      [*****     [*****     [*****     [*****     [*****
   6       [*****]         [*****        

 

% of Hour

Value

  Additional Hour Value

Not triggered

warning

  Overtime  

Night Hour

10:00 p.m. to

6:00 a.m.

 

Night

Overtime

[*****]   [*****]   [*****]   [*****]

 

   

Calculation in the month following the performance of the service

 

   

Charging upon submission of report and approval by Principal

[*****] Confidential information redacted

 

LOGO


Travel Policy

Travel Expense Policy

 

Daily Meals – Southeast Region**    [*****]   
Hotel – 3-Star Executive Category    [*****]   
Air Transport – Cheapest ticket for the designated time      
Insurance – In case of International travel   
Ground transportation      
   Corporate taxi / Uber rate against receipt Intercity bus when applicable
Travels/Travel during business hours   

 

**

If there is an update to the daily meal allowance in the Travel Policy, it will be communicated to the Customer by email and will be formally provided for through an amendment to this Service Agreement

 

   

Calculation in the month after the trip

 

   

Charging upon submission of report and approval by Principal

[*****] Confidential information redacted

 

LOGO


Commercial Conditions

 

   

Billing related to the monthly baseline presented here will be made from the CNPJ of Compasso Tecnologla Ltda;

 

   

Billing will be made [*****];

 

   

[*****]

 

   

Payment period will be [*****] from the date of issue of the invoice (NFS);

 

   

Values for full-time allocation of professionals listed in this proposal, working in business hours. Additional hours are subject to the additional amounts provided for in the CLT;    

 

   

The values presented in this proposal are valid for a period of 12 months, and will be adjusted annually based on the accumulated IPCA for the period;

 

   

Logistics expenses for Compasso professionals working at PagSeguro headquarters will be borne by the customer and will be invoiced through a Debit Note issued by Compasso Tecnologla LTDA, in accordance with Compasso’s Expense policies;

 

   

The agreement terms will be become formal as from the execution of a service agreement bound to the master agreement existing between the parties;

 

   

This proposal is valid for 30 days from its date of issue.

[*****] Confidential information redacted

 

LOGO



LOGO   

 

LOGO

 

Principal: PAGSEGURO INTERNET S.A.    CNPJ: 08.561.701/0001-01
Contractor: COMPASSO TECNOLOGIA LTDA    CNPJ: 07.654.824/0001-24
Project Name: PagSeguro – Squad 1 – Financial Conciliation System
Contract #: 2735/19    Service Agreement #: 02

This Service Agreement is governed by the Service Contract, entered into between PAGSEGURO INTERNET S.A and COMPASSO TECNOLOGIA LTDA on July 15, 2019.

Scope:

This Service Agreement provides for the allocation of a squad of professionals with software development profiles, acting in agile dynamics, according to the work model used by PagSeguro. This squad of professionals shall be acting in the development of the API System, within the PagSeguro data environment.

The detailed scope of the services, as well as the out-of-scope items, are described in the document TECHNICAL/COMMERCIAL PROPOSAL PagSeguro – Squad 2 – Development API PS-20190725-11.v2 which, duly initialed by the parties, is made an inseparable Attachment to this Service Agreement.

Compensation:

 

a)

[*****].

 

   

[*****].

 

b)

[*****], according to the ratecard below:

 

Baseline

    Additional Hour Value  

Professional Profile

   #
Professionals
   Base      Hours/Month    Value/hour    Monthly
Investment

(Baseline)
    Not triggered
warning
    Extra
hour
    Night Hour
10 pm to 6
am
    Extra Night
Hour
 

Scrum Master/AM

   1      DC      [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Senior Dev Beckend

   2      DC      [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Full Dev Beckend

   1      DC      [*****]    [*****]      [*****     [*****     [*****     [*****     [*****

Senior Automation Tester

   1      DC      [*****]    [*****]      [*****     [*****     [*****     [*****     [*****
   5       [*****]         [*****        

 

% of Hour

Value

  Additional Hour Value

Not triggered

warning

  Overtime  

Not

triggered

warning

  Overtime
[*****]   [*****]   [*****]   [*****]

[*****]  Confidential information redacted

 

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Premises and Requirements:

All assumptions and requirements are detailed in the document TECHNICAL/COMMERCIAL PROPOSAL PagSeguro - Squad 2 - Development APIPS-20190725-11_v2 already mentioned.

Place of Service:

The activities will be carried out from Compasso’s Delivery Center in Rio Grande do Sul and, in specific situations and according to the need, also in person at the Client’s headquarters.

Service Delivery Time:

Activities that are not specified as 24x7 will be performed during business hours. Business hours are considered to be from 7:00 am to 7:00 pm GMT -3 (Time Zone Brasília).

Travel Expenses:

There are not included in the price, and must be reimbursed to Compasso upon presentation of an expense report, enclosed with Debit Note and payment instructions, provided that previously informed and authorized by PagSeguro, under the terms and limitations of its current policies. Travel expenses are understood as: travel, meals, insurance and lodging, as follows:

Travel Expense Policy

 

Daily Meals – Southeast Region**    R$ 70.00 non-cummulative
Hotel – 3-Star Executive Category      
Air Transport – Cheapest ticket for the designated time   
Insurance – In case of International travel   
Ground transportation      
   Corporate taxi / Uber rate against receipt Intercity bus when applicable
Travels/Travel during business hours   

 

**

If there is an update to the daily meal allowance in the Travel Policy, it will be communicated to the Customer by email and will be formally provided for through an amendment to this Service Agreement

Payment Terms:

 

   

[*****] will be issued until [*****];

[*****]  Confidential information redacted

 

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LOGO

 

   

All invoices (NFs) will be due within [*****] from the issuance date;

Remarks:

 

   

Taxes are already included in the amounts invoiced, namely: ISSQN (2%), PIS (0.65%), and COFINS (3%), for billing in Brazil;

 

   

Service invoices must be issued by the Contractor not later than the 12th of each month and will be paid in 30 ddl mode.

 

   

Compasso will issue the Invoices as from the unit that performs the services and may use its branches for such purpose.

 

   

In the event of activities outside the contracted scope and not provided for in the additional item described herein, these must be previously approved between the Client and Compasso, and will be subject to a specific Service Agreement;

 

   

All operations related to this contract will be billed in national currency (BRL).

 

   

Unless as previously notified as provided in the contract, the services described herein shall be automatically renewed under the same conditions.

 

   

As provided in the contract, at each 12-month period the amounts provided for herein will be monetarily adjusted to the IPCA.

Other conditions:

The other terms and conditions set forth in the above-mentioned Service Contract apply to the Services.

These are an integral part of this Service Agreement:

Attachment I – TECHNICAL/COMMERCIAL PROPOSAL PagSeguro – Squad 1 – Financial Conciliation System PS-20190725-10_v1

Attachment II – Principal´s Information Security and Data Protection

In the event of any discrepancy between the terms and conditions of this agreement and the aforementioned proposals, the provisions of this Service Agreement shall prevail.

[*****]  Confidential information redacted

 

3


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Beginning of the Activities: As from the execution of the Service Agreement

Term: 12 months

Project Type: Dedicated SQUAD

In witness whereof, the Parties execute this SA (Service Agreement) in two (2) counterparts of the same content and form, in the presence of the undersigned witnesses.

São Paulo, August 13, 2019.

Parties:

 

PAGSEGURO INTERNET S.A.

 

   

 

          By:               By:
          Title:               Title:
COMPASSO TECNOLOGIA

 

   

 

          By:               By:
          Title:               Title:
        Witnesses:    

          1.

   

          2.

          Name:               Name:
          CPF No.:               CPF No.:

 

4


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LOGO

 

ATTACHMENT 1

TECHNICAL/COMMERCIAL PROPOSAL PagSeguro – Squad 2 – Development API PS-20190725-11_v2

 

5


LOGO    LOGO

TECHNICAL |COMERCIAL PROPOSAL

PagSeguro – Squad 2 – API Development

August 07, 2019

Proposal Number: PS-20190725-11.v2

 

LOGO


Initial Considerations · The information contained in this document about products, services, images, graphic layouts and intellectual design is owned by COMPASSO or its respective suppliers, its duplication being permitted only for internal use of PagSeguro, and may not be used as a source of information to third parties, as well as all information provided to COMPASSO shall not be disclosed nor used in other projects, save as authorized in writing by both parties; · The content of this document includes ideas and material owned by COMPASSO and should be used solely for the assessment of this proposal; · This material may not be accessed by persons not directly related to the client and to the assessment of the proposal in question; · The same terms also apply to information obtained at meetings and in documents received with respect to the client and used by COMPASSO to prepare this proposal; · No part of this document may be reproduced in other documents and/or presentations without the express written authorization by COMPASSO. Initial Considerations · The information contained in this document about products, services, images, graphic layouts and intellectual design is owned by COMPASSO or its respective suppliers, its duplication being permitted only for internal use of PagSeguro, and may not be used as a source of information to third parties, as well as all information provided to COMPASSO shall not be disclosed nor used in other projects, save as authorized in writing by both parties; · The content of this document includes ideas and material owned by COMPASSO and should be used solely for the assessment of this proposal; · This material may not be accessed by persons not directly related to the client and to the assessment of the proposal in question; · The same terms also apply to information obtained at meetings and in documents received with respect to the client and used by COMPASSO to prepare this proposal; · No part of this document may be reproduced in other documents and/or presentations without the express written authorization by COMPASSO.


TECHNICAL PROPOSAL TECHNICAL PROPOSAL


Scope · The scope of this proposal provides for the allocation of a squad of professionals with software development profiles, acting in agile dynamics, according to the work model used by PagSeguro. · This squad of professionals will be working in the development of the API System, within the PagSeguro data environment. · The professionals who make up the squad will be acting on a full-time dedication basis. · Team allocation is during business hours, Monday to Friday, from 7 am to 7 pm (except holidays); · The team allocated to this squad will be physically acting from the Delivery Center of Passo Fundo/RS; · This team operates based on a weekly workload of 44 hours. Scope · The scope of this proposal provides for the allocation of a squad of professionals with software development profiles, acting in agile dynamics, according to the work model used by PagSeguro. · This squad of professionals will be working in the development of the API System, within the PagSeguro data environment. · The professionals who make up the squad will be acting on a full-time dedication basis. · Team allocation is during business hours, Monday to Friday, from 7 am to 7 pm (except holidays); · The team allocated to this squad will be physically acting from the Delivery Center of Passo Fundo/RS; · This team operates based on a weekly workload of 44 hours.



COMMERCIAL PROPOSAL COMMERCIAL PROPOSAL


Investment

We present below the commercial proposal based on the profiles mapped for composition of Squad 1- Financial Conciliation System.

 

Professional Profile

  

# Professional

  

Gross monthly value per profile

  

 

Scrum Master/AM

   1       [*****]

Senior Backend Dev

   2       [*****]

Full Backend Dev

   1       [*****]

Senior Automation Tester

   1       [*****]

Monthly Gross Value

   5       [*****]

CONSIDERATIONS:

 

   

Amounts are stated in Reais;

 

   

The stated amounts include the relevant taxes levied, namely: ISSQN (2%), PIS (0.65%), Cofins (3%);

 

   

The above figures consider the allocation of this squad for a period of 12 months.

[*****] Confidential information redacted

 

LOGO


Investment

 

Baseline

    Additional Hour Value  

Professional Profile

   #
Professionals
   Base      Hours/Month    Value/hour    Monthly
Investment

(Baseline)
    Not triggered
warning
    Extra
hour
    Night Hour
10 pm to
6 am
    Extra Night
Hour
 

Scrum Master/AM

   1      DC      176    [*****]      [*****     [*****     [*****     [*****     [*****

Senior Dev Beckend

   2      DC      176    [*****]      [*****     [*****     [*****     [*****     [*****

Full Beckend Dev

   1      DC      176    [*****]      [*****     [*****     [*****     [*****     [*****

Senior Automation Tester

   1      DC      176    [*****]      [*****     [*****     [*****     [*****     [*****
   5       880         [*****        

 

% of Hour

Value

  Additional Hour Value

Not triggered

warning

  Overtime  

Night Hour

10:00 p.m. to

6:00 a.m.

 

Night

Overtime

[*****]   [*****]   [*****]   [*****]

 

   

Calculation in the month following the performance of the service

 

   

Charging upon submission of report and approval by Principal

[*****] Confidential information redacted

 

LOGO


Travel Policy

Travel Expense Policy

 

Daily Meals – Southeast Region**    [*****]
Hotel – 3-Star Executive Category    [*****]
Air Transport – Cheapest ticket for the designated time   
Insurance – In case of International travel   
Ground transportation      
   Corporate taxi / Uber rate against receipt Intercity bus when applicable
Travels/Travel during business hours   

 

**

If there is an update to the daily meal allowance in the Travel Policy, it will be communicated to the Customer by email and will be formally provided for through an amendment to this Service Agreement

 

   

Calculation in the month after the trip

 

   

Charging upon submission of report and approval by Principal

[*****] Confidential information redacted

 

LOGO


Commercial Conditions

 

   

Billing related to the monthly baseline presented here will be made from the CNPJ of Compasso Tecnologia Ltda;

 

   

Billing will be made [*****];

 

   

[*****];

 

   

Payment period will be [*****] from the date of issue of the invoice (NFS);

 

   

Values for full-time allocation of professionals listed in this proposal, working in business hours. Additional hours are subject to the additional amounts provided for in the CLT;

 

   

The values presented in this proposal are valid for a period of 12 months, and will be adjusted annually based on the accumulated IPCA for the period;

 

   

Logistics expenses for Compasso professionals working at PagSeguro headquarters will be borne by the customer and will be invoiced through a Debit Note issued by Compasso Tecnologia LTDA, in accordance with Compasso’s Expense policies;

 

   

The agreement terms will be become formal as from the execution of a service agreement bound to the master agreement existing between the parties;

 

   

This proposal is valid for 30 days from its date of issue.

[*****] Confidential information redacted

 

LOGO



ANNEX 2 – INFORMATION SECURITY AND CONTRACTOR´S DATA PROTECTION

(SOFTWARE IMPLEMENTATION AND/OR DEVELOPMENT SERVICES CONTRACT)

1.    Protect the security and confidentiality of information of the UOL Group and its customers;

2.    Do not comment on matters related to the UOL Group or its clients outside the workplace or in the presence of people who are not directly involved with or authorized to deal with such matters;

3.    Do not access, handle, process or transmit confidential or restricted information of the UOL Group or its customers without the authorization of the person in charge for them. To understand the criteria for how information is classified, always refer to the Information Classification Policy;

4.    Access only the physical facilities of the company to which access has been granted and never share or make available access credentials;

5.    Use only network resources and cloud solutions authorized or supplied by the UOL Group for exchanging or storing information about the Group, its customers or partners;

6.    Do not exchange or store information about the UOL Group, its customers or partners through social networks, personal email, external systems and equipment or personal instant communication tools (in the latter case, unless use thereof is exclusively between professionals or employees hired by the UOL Group);

7.    Save working documents in the sharing tools provided by the UOL Group and keep working material protected from unauthorized access or viewing, and do not allow sharing of your files and folders on your computer. In case of printed media, store them inside lockable cabinets or drawers;

8.    When leaving the workstation, perform password locking of your machine, and at the end of your work activities close all applications and log off;

9.    Frequently review the documents under your custody. If they are not vital or necessary to your daily activities, discard them by using paper shredders or permanently delete unused electronic files;

10.    Do not violate copyrights, intellectual property rights, documents, files or similar regulations, including the distribution of products and the use of applications that are not properly licensed and authorized for use in the UOL Group;

11.    Use only software and hardware that are homologated, approved and provided by the UOL Group. If in doubt, refer to the Corporate Support;

12.    Be aware that any access to the internet or the corporate environment will be allowed by providing a login and password, or any other positive identification means, such as tokens (also called as “means of identification”) and other authentication devices. The means of access identification are personal, mandatory and non-transferable. Users are responsible for all their activities and personal means of identification;

13.    Adopt secure passwords for use of UOL Group systems and change them regularly;

14.    Do not remove any security controls or applications used to access UOL Group information, systems or IT resources;

15.    Be aware that any changes or interventions carried out in the production environment must be duly registered and approved in advance;

16.    Be aware that all means of communication, equipment and access to information systems made available are for strictly professional use, in interest to the UOL Group, and may be monitored;

17.    Be aware that Internet accessed content and use of e-mail are the responsibility of the professional, in compliance with all National, State and Municipal Laws, Decrees and Regulations, as well as the Security and Privacy Rules published and disclosed by the UOL Group;

18.    Do not use any UOL Group IT resources or confidential information for any illegal actions such as, but not limited to, attacks, threats, spoofing, sniffer, defacement, virus spread, worms, trojans, spyware, spam, information theft, espionage, sabotage, destruction, disclosure and alteration of unauthorized information, piracy, debugging of unauthorized code;

19.    Do not open email from unknown sources and do not execute or open attached files without prior analysis by the UOL Group antivirus application, even if the email is from a known source, as viruses may be present in these files without the sender’s knowledge;


20.    Do not install any computer resources of a type not formally authorized by the Security team on the corporate network, Internet access services, telecommunication infrastructure or wireless networks of the UOL Group;

21.    Immediately report to the UOL Group Information Security department any suspicion or identification of security breach, fraud or technical vulnerabilities through the Service Manager channel; for other questions related to the performance of professional activities, ethics and conduct, use the channel [email protected];

Be aware that all information generated or transmitted through or from the UOL Group infrastructure may be monitored, intercepted, retrieved, stored and used as required by the UOL Group.

 

1

(Back To Top)

Section 6: EX-10.4 (EX-10.4)

EX-10.4

Exhibit 10.4

REDACTED COPY

Certain identified confidential information has been redacted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Confidential portions of this Exhibit are designated by [*****].

PAGSEGURO INTERNET LTDA

TECHNICAL PROPOSAL

Public Cloud - OPENSTACK


Introduction

São Paulo, May 29, 2019

Reference to UOL Diveo Proposal OPT 19/26357-A

Attn: Mr. Fabio Alves Moreira

Providing support to companies in the construction, management and enhancement of clouds, and also holding the biggest OpenStack public cloud in Brazil, UOLDIVEO advises a great number of companies throughout the country to adopt public, private and hybrid cloud.

We take the opportunity to introduce you to our technical proposal and we appreciate the opportunity and remain at your full disposal to clarify any questions that may arise.

Best regards,

Thomas Jefferson

Solution Architect


Confidentiality

All information included herein is strictly confidential and provided with the sole purpose of technically describing UOL DIVEO’s solutions, as requested by PAGSEGURO INTERNET LTDA, and it shall not be used for any other purpose.

Regarding the services described herein, if PAGSEGURO INTERNET LTDA chooses a provider that is not UOL DIVEO, or if it does not select any supplier within 15 days after the date hereof, PAGSEGURO INTERNET LTDA agrees to return all of UOL DIVEO’s exclusive and confidential information, including, but not limited to, this document, and it shall not use nor disclose such information in any way whatsoever in order to obtain an unfair business advantage for itself, its subsidiaries, associations or partners in any way, for subsequent business opportunities in which it may be directly or indirectly competing with UOL DIVEO.

PAGSEGURO INTERNET LTDA shall not partially or fully publish or disclose the information included herein, without UOL DIVEO’s previous written consent. Several names of services and companies referred herein are trademarks. All of such are recognized upon this statement.


UOL Offer – OpenStack Cloud

An integral part of UOL DIVEO Multicloud, the OpenStack public cloud offers a flexible cloud platform, easy to manage, providing to our clients a fast response to their business requirements and cost management, regardless of the size or complexity of your environment. With the upgrade of several Data Centers located in Brazil, data are subject only to Brazil’s Law on Access of Information. All that to ensure the best experience for the corporate use in public cloud.

 

ON-DEMAND RESOURCES

  

RESERVED RESOURCES

The offer of On-Demand public cloud by UOL DIVEO is comprised by Computer Resources (CPU, RAM and disk operating system) and Variable Resources (storage, Internet band and other Public Cloud resources) consumed in a flexible way. At the end of the month, the cost will be directly related to the quantity of resources consumed, and the client has no consumption obligation.    The offer of Reserved public cloud by UOL DIVEO is comprised by Computer Resources (CPU, RAM and disk operating system) and Variable Resources (storage, Internet band and other Public Cloud resources) consumed in a flexible way. Pursuant to contractual terms and the financial commitment, UOLDIVEO shall grant business financial discounts on a pro-rata basis. Resources exceeding such commitment shall be charged based on the prices listed.


SLA

UOL DIVEO shall offer service level guarantees, ensuring compensation if it does not achieve the specified levels.

The platform’s minimum monthly availability, excluding the emergency and pre-scheduled maintenance, shall be of [*****]%.

Platform means the management panel of virtual machines and the network, computer and storage infrastructure.

Platform unavailability means when all clients cannot create, change, access or exclude virtual machines within the platform.

All unavailability reported by the CLIENT will be assessed by UOL DIVEO and deemed valid whenever the problem is verified and found at UOL DIVEO’s platform, and not only in the CLIENT’s environment. The time between formal notice of error by the CLIENT and the first feedback on the occurrence by UOL DIVEO shall be carried out as shown in the chart below:

 

Impact on Business

  

Impact Description

  

UOL DIVEO’s Response

  

Client’s Response

Catastrophic   

•   Total loss of a critical business process and it is not possible to continue working in a reasonable form.

 

•   Requires immediate attention

  

•   Responds the 1st call within 1 hour or less.

 

•   Continuous effort 24/7.

 

•   Fast escalation to teams who are expert in the technology of the issue.

 

•   Notifies senior executive officers.

  

•   Notifies senior executive officers.

 

•   Allocation of qualified professionals to keep up with the 24/7 effort.

 

•   Fast access and response from the authority responsible for control of changes.

Critical   

•   Material loss or degradation of services.

  

•   Responds the 1st call within 2 hour or less.

 

•   Continuous effort 24/7.

 

•   Notifies senior executive officers.

  

•   Allocation of qualified professionals to keep up with the 24/7 effort.

 

•   Fast access and response from the authority responsible for control of changes.

 

•   Notifies management.

Moderate   

•   Moderate loss or degradation of services, but it is possible to continue working in an impaired way.

  

•   Responds the 1st call within 4 hour or less.

 

•   Continuous effort only during business hours.

  

•   Allocation of qualified professionals to keep up with the effort during business hours.

 

•   Access and response from the authority responsible for control of changes within 4 business hours.

Minimum   

•   Substantially regular operation, with little to no issues preventing the work to go on.

  

•   Responds the 1st call within 6 hour or less.

 

•   Continuous effort only during business hours.

  

•   Allocation of qualified professionals to keep up with the effort during business hours.

 

•   Responds within 24 hours.

[*****]  Confidential information redacted


Whenever unavailability is identified, UOL DIVEO shall automatically grant a discount within two (2) months from the incident, in the invoices subsequent to the unavailability.

In the event of interruption of any of the network circuits, by sole and proven fault of UOL DIVEO and which exceeds the minimum availability period, the CLIENT shall be entitled to credit in the subsequent month after the interruption, according to the following calculation:

[*****]

Where:

[*****]

In the event mentioned in this section, and provided that the interruption lasted for more than twelve (12) hours, the CONTRACTOR shall grant the CLIENT a discount equivalent to 1/30 of the amount of the monthly fee.

The discount amount shall have as basis the amount in force at the month the interruption occurred, and no discounts shall be granted in the following cases:

 

 

Interruptions scheduled by UOL DIVEO with purposes of preventive and/or corrective maintenance of the services established herein, provided that duly informed to the CLIENT fifteen (15) days in advance;

 

 

Interruptions caused by improper use by the CLIENT or its employees as well as interruptions caused by errors in its infrastructure or its end customer’s infrastructure;

 

 

When the CLIENT prevents UOL DIVEO from having access to where the equipment is located, for any reason, thus, delaying the performance of the services.

 

 

The CONTRACTOR is not obliged to grant the discount if the interruption or degradation of the service occurs due to force majeure or act of god.

The parties may review the SLA on an annual basis.

[*****]  Confidential information redacted


Summary of Components

 

Quantity

  

Flavor

   vCPU   

RAM

  

Boot Disk

  

Operating System

1    Micro.512MB    1    512 MB    Yes    CentOS-7 64Bits
1    Micro.1GB    1    01 GB    Yes    CentOS-7 64Bits
10    Small.2GB    2    02 GB    Yes    CentOS-7 64Bits
7    Small.4GB    2    04 GB    Yes    CentOS-7 64Bits
9    Medium.4GB    4    04 GB    Yes    Windows-Server-2008/2012-R2_-MS- SQL-Server-Standard_NEW
2    Medium.4GB    4    04 GB    Yes    Windows-Server-2008/2012-R2_-MS- SQL-Server-Standard_NEW
11    Medium.8GB    4    08 GB    Yes    CentOS-7 64Bits
4    Large.8GB    8    08 GB    Yes    CentOS-7 64Bits
23    Large.16GB    8    16 GB    Yes    CentOS-7 64Bits
1    Medium.16GB    4    16 GB    Yes    CentOS-7 64Bits
5    Large.32GB    8    32 GB    Yes    CentOS-7 64Bits
1    xLarge.64GB    12    64 GB    Yes    CentOS-7 64Bits


Summary of Variable Resources

 

Storage
Platinum    Gold   

SnapShot

Storage

   SnapShot S.O.
2800 GB    2000 GB    2000 GB    3750 GB
Networking
Openstack Router    Floating IPs    Subnetworks    Openstack LBaaS
01    20    03    9


General Considerations

 

 

The project herein described is a reference based on the requirements presented by PAGSEGURO INTERNET LTDA. The services of public cloud are billed according to the type of offer contracted. The Client has autonomy to create or demobilize resources and the charge shall be made by consumption / hour of resources allocated in the project;

 

 

UOL DIVEO shall be responsible for the management of the physical security of the Data Center (monitoring cameras, devices to control people’s entrance, sensors and other equipment or procedures to detect fire), network equipment, infrastructure of physical servers located in the Data Center involved and physical connectivity to access the Internet;

 

 

Requests of amendment to the initial scope of the project demanding UOL DIVEO’s support must be assessed by UOL DIVEO and the Client together. This request is subject to additional performance costs and terms;

 

 

UOL DIVEO reserves the right to change any type of supplier, trademark or software version of products used in its default portfolio, without prejudice to the services provided, due to matters of technology upgrade or adjustments to market standards, upon previous notice to the Client.

 

 

PAGSEGURO INTERNET LTDA is responsible for the sizing and specification of the servers, communication links and any other input, whether it was mentioned or not in this proposal;

 

 

The equipment, infrastructure software and services described in the proposal shall be acquired, provided and managed by UOL DIVEO, and PAGSEGURO INTERNET LTDA is responsible for purchasing, implementing and managing its applications and other non-specified elements;

 

 

In the event of use of links from Third-Party Operators not contracted by UOL DIVEO for the project, UOL DIVEO shall be responsible for the cross-connection between the operating room and the computer environment provided. Such connections are subject to specific billing. Links from the Third-Party Operator will only be accepted with presence point inside the Operators Room in UOL DIVEO’s Data Centers. Any request differing from this standard shall be treated as a special project, upon analysis of technical feasibility and specific business proposal;

 

 

If there is any change to the prices of licenses (software or hardware) used in the project, UOL DIVEO may pass on all costs to PAGSEGURO INTERNET LTDA. If it becomes necessary, the changes shall be informed to PAGSEGURO INTERNET LTDA. thirty (30) days in advance;

 

 

For projects where licensing is provided by UOL DIVEO and the environment is managed by PAGSEGURO INTERNET LTDA, all requests for technical support to the manufacturer must be made through a ticket at UOL DIVEO Service Desk, and they shall be subject to additional charges;

 

 

If the scope of the project takes into account the use of software licenses provided by UOL DIVEO, and managed by PAGSEGURO INTERNET LTDA, at any time during the effectiveness hereof, PAGSEGURO INTERNET LTDA may be requested to provide administrative access to the Operating System, for audit purposes. If any inconsistencies are found, PAGSEGURO INTERNET LTDA shall be formally notified about the inconsistencies and the settlement costs due;


 

Migration of data from any existing structure of PAGSEGURO INTERNET LTDA to the environment provided in UOL DIVEO’s Data Centers is not covered by this proposal. If necessary, there shall be an enhanced technical refinement to create an additional technical/business proposal;

 

 

If the agreement is cancelled, UOL DIVEO shall perform the disposal of data comprised in its storage units and backup environment. The client shall be responsible for making copies and migrating its data before the authorization of shutdown. UOL DIVEO shall not store any data of PAGSEGURO INTERNET LTDA after end of effectiveness of the Agreement.

 

 

This proposal is governed by UOLCLOUD Agreement, available at https://www.uoldiveo.com.br/contratos/Contrato_UOL%20CLOUD_arquivado_em_06.12.18_registro_n_1471450_8_cartorio.pdf, which was registered at the 8th Public Registry of Deeds and Documents, and the CLIENT represents to acknowledge and agree with its entire content.


São Paulo, May 29, 2019
UOL DIVEO TECNOLOGIA LTDA
Docusigned by:

    /s/ Rogildo Torquato Landim

Name:
ID:
Docusigned by:

    /s/ Marcelo Moojen Epperlein

Name:
ID:
PAGSEGURO INTERNET S/A
Docusigned by:

    /s/ Renato Bertozzo Duarte

Name:
ID:
Docusigned by:

    /s/ Marcelo Ivaldo da Silva

Name:
ID:
WITNESSES:
Docusigned by:

    /s/ Joana Monteiro Fernandes Adolfs

Name:
ID:
Docusigned by:

    /s/ Marcio Drumond Araujo

Name:
ID:


UOL DIVEO

www.uoldiveo.com

BUSINESS PROPOSAL

PAGSEGURO – OpenStack


São Paulo, May 29, 2019

To PAGSEGURO INTERNET LTDA

Att.: Raphael Bittencourt

Reference to Proposal UOLDIVEO OPT 19/26357

As an answer to your request, we hereby submit a technology integrated solution proposal to meet PAGSEGURO INTERNET LTDA’s expectations regarding IT infrastructure services.

We would like to provide PAGSEGURO INTERNET LTDA with our experience with high-quality services provided to the corporate market. We have designed this Proposal as a commitment to offer the best solution to the business needs of PAGSEGURO INTERNET LTDA.

You will find below our technical proposal and we hereby appreciate the opportunity and remain at your disposal for any clarifications.

 

Best regards,

    /s/ Joana Monteiro Fernandes Adolfs

Joana Monteiro Fernandes Adolfs
Account Manager


Index   
Non-Disclosure Agreement      4  
Business Conditions      5  
Considerations      5  
Unit Price List      6  


Non-Disclosure Agreement

All information included herein is strictly confidential and provided with the sole purpose of technically describing UOLDIVEO’s solutions, as requested by PAGSEGURO INTERNET LTDA, and it shall not be used for any other purpose.

Regarding the services described herein, if PAGSEGURO INTERNET LTDA chooses a provider that is not UOLDIVEO, or if it does not select any supplier within 15 days after the date hereof, PAGSEGURO INTERNET LTDA agrees to return all of UOLDIVEO’s exclusive and confidential information, including, but not limited to, this document, and it shall not use nor disclose such information in any way whatsoever in order to obtain an unfair business advantage for itself, its subsidiaries, associations or partners in any way, for subsequent business opportunities in which it may be directly or indirectly competing with UOLDIVEO.

PAGSEGURO INTERNET LTDA shall not partially or fully publish or disclose the information included herein, without UOLDIVEO’s previous written consent. Several names of services and companies referred herein are trademarks. All of such are recognized upon this statement.


Business Conditions:

 

Services Description

   [*****]
  

 

[*****]

 

[*****]

Reference to services described in Technical Proposal

OPT 19/26357

   [*****]

 

Services Description

   [*****]
   [*****]

Billed Amount

   [*****]

Considerations:

 

   

This proposal is effective through: 15 business days. If the period lapses and the CLIENT has not returned the document duly signed to UOLDIVEO, the terms and conditions provided herein may be revised by UOLDIVEO;

 

   

This proposal is governed by UOLCLOUD Agreement, available at https://download.uol.com.br/uoldiveo/contratos/1_alteracao_- _Contrato_Solucao_TI_CLOUD_-__arquivado_em_05.04.18__- _registro_n._1.454.835_-_8_cartorio_-_Abr18.pdf, which was registered at the 8th Public Registry of Deeds and Documents, and the CLIENT represents to acknowledge and agree with its entire content

 

   

Taxes and rates shall be applied pursuant to the legislation in force:

 

   

PIS, COFINS and ICSM (in force each location) are levied on Telecom services;

 

   

ISS, PIS and COFINS are levied on Data Center Solution services, Managed Services, Software as Service, Services to Applications and/or Security Management Services, pursuant to the nature of the service;

 

   

PIS and COFINS are levied on Internet provision services and Cloud services.

 

   

Any changes to tax rates or to the calculation basis of taxes levied on the price of the provision subject matter hereof, as well as any taxes that may be created as from the date hereof, even if due to revocation of exemption, shall order the reformulation of prices offered, whether up or downwards, according to the supervening change;

 

   

Non-compliance by the CLIENT with obligations established in the Technical and Business Proposal resulting in delay of the originally proposed schedule shall not exempt the CLIENT from timely compliance with other obligations, specially the obligations associated to payments due;

[*****]  Confidential information redacted


   

To facilitate the implementation of the contracted scope, the CLIENT shall pay the amount of the Preparatory Fee to UOL DIVEO within thirty (30) days from the execution of the Agreement/Purchase Order;

 

   

Monthly fees shall be billed as follows:

 

   

[*****]

 

   

[*****]

 

   

[*****]

Unit Price List:

 

Item

   Unit Price
[*****]
     [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]

   [*****]

[*****]  Confidential information redacted


The undersigned Client hereby agrees with the business and technical conditions established in the Proposals, which are an integral part of the Agreement for the period of 24 months.

 

São Paulo, May 29, 2019
Docusigned by:

    /s/ Renato Bertozzo Duarte

PAGSEGURO INTERNET LTDA
Docusigned by:

    /s/ Marcelo Ivaldo da Silva

PAGSEGURO INTERNET LTDA
Docusigned by:

    /s/ Marcelo Moojen Epperlein

UOL DIVEO TECNOLOGIA LTDA
Docusigned by:

    /s/ Rogildo Torquato Landim

UOL DIVEO TECNOLOGIA LTDA
WITNESSES:
Docusigned by:

    /s/ Marcio Drumond Araujo

Name:
ID:
Docusigned by:

    /s/ Joana Monteiro Fernandes Adolfs

Name:
ID:


Completion Certificate

Envelope ID: 69B4FDACB0844A3A82A6C617342C477D

Status: Completed

Subject: DocuSign: ‘OPT-19-26357-A - PAGSEGURO - Proposta Tecnica - OpenStack.pdf, ‘OPT-19-26357 - PAGSE...

Source Envelope:

Document Pages: 19

Signatures: 12

Envelope Originator: Saedio Dias de Souza Filho

Av. Brigadeiro Faria Lima, 1.384

SP, SP 01452-002

[email protected]

IP address: [*****]

Certificate pages: 9

Initials: 2

AutoNav: Enabled

Envelopeld Stamping: Enabled

Time Zone: (UTC-08:00) Pacific Time (US & Canada)

Record Tracking

Status: Original

June 4, 2019 06:32:12

Holder: Saedio Dias de Souza Filho

[email protected]

Location: DocuSign

 

Signer Events

  

Signature

  

Timestamp

Saedio Dias de Souza Filho

[email protected]

LAWYER

UNIVERSO ONLINE S.A.

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

 

  

Signature established by:

Signature image loaded

Using IP address: [*****]

  

Sent: 06/11/2019 07:53:23

Viewed: 06/11/2019 07:53:32

Signed: 06/11/2019 07:53:54

Marcio Drumond Araujo

[email protected]

  

Signature established by:

Signature image loaded

Using IP address: [*****]

  

Sent: 06/11/2019 07:53:55

Viewed: 06/11/2019 10:04:47

[*****]  Confidential information redacted


Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

Accepted: 08/19/2018 05:25:15

ID: e6878176-aad6-4c42-a7f3-d9d3d393ed25

 

      Signed: 06/11/2019 10:05:02

Marcelo Moojen Epperlein

[email protected]

CFO UOLDIVEO

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

Accepted: 08/31/2018 13:30:22

ID: 774a953a-502f-490e-8d30-287bcf760845

 

  

Signature established by:

Pre-set style

Using IP address: [*****]

  

Sent: 06/11/2019 10:05:04

Viewed: 06/18/2019 07:39:23

Signed: 06/18/2019 07:39:31

Rogildo Torquato Landim

[email protected]

CEO UOLDIVEO

CEO

Security Level: E-mail, Account authentication (None)

Electronic Record and Signature Disclosure:

Accepted: 06/11/2019 10:45:41

ID: 9ca243ad-69b1-45f8-956e-a373ff36187b

 

  

Signature established by:

Pre-set style

Using IP addres