means, in relation to a person, for these purposes (the “relevant person”):

(a)        any person Controlled by the relevant person (whether directly or indirectly);

(b)        any person Controlling (directly or indirectly) the relevant person; and

(c)        any person Controlled (whether directly or indirectly) by any person Controlling (whether directly or indirectly) the relevant person;

means:

(a)        where the relevant amount is to be converted from Brazilian reais (R$) to US dollars (USD), the sale exchange rate (Taxa de Venda) expressed as the amount of Brazilian reais (R$) equivalent to one (1) US dollar (USD), as published by the Central Bank of Brazil on its website (which, on the date hereof, is located at http://www4.bcb.gov.br/pec/taxas/batch/taxas.asp?id=txdolar, or any successor replacement website) as of the Business Day immediately preceding either the day on which the relevant payment is due or, as the case may be, the relevant date of determination as provided in Clause 1.2(X); and

(b)        where the relevant amount is to be converted from any currency other than Brazilian reais (R$) to US dollars (USD), the applicable Bloomberg BFIX spot exchange rate as at 4.00 p.m. on the Business Day immediately preceding either the day on which the relevant payment is due or, as the case may be, the relevant date of determination as provided in Clause 1.2(X);

means:

(a)        the shareholders’ guarantees provided in the vessel construction agreements entered into between Magallanes Navegação Brasileira S.A., Inversiones Magallanes Limitada, Ultratug and the other parties thereto with Banco do Brasil and Wilson, Sons Offshore S.A., for which details are set out in tab 5. “overview” (rows 15 to 18 (inclusive)) of the file named “Debt Details 01.2026 (VDR Reference)” located at document reference 6.5.3.3 in the Data Room);

(b)        the stand-by letters of credit on behalf of Ultratug located at document references 6.5.2.1 to 6.5.2.4 (inclusive) in the Data Room; and

(c)       the letter of credit issued by Inversiones Magallanes Limitada located at document reference number 6.5.2.5 in the Data Room;

means:

(a)         the shareholders’ guarantees provided in the vessel construction agreements entered into by Wilson, Sons Offshore S.A. with BNDES, for which details are set out in tab 5. “overview” (rows 4 to 14 (inclusive)) of the file named “Debt Details 01.2026 (VDR Reference)” located at document reference 6.5.3.3 in the Data Room; and

(b)        the letters of credit issued by Ultratug and located at document references 6.5.2.7 to 6.5.2.10 (inclusive) in the Data Room;

means a termination of this Agreement pursuant to Clause 3.19 in circumstances where:

(a)         either of the Bank Consents Conditions has not been satisfied, except where the failure to satisfy the relevant Bank Consents Condition is the direct result of a material breach by a Seller of Clause 3.10 or if such material breach materially contributed to the failure to satisfy the relevant Bank Consents Condition; or

(b)        the Transaction has become conditional upon the satisfaction or waiver of the Material Adverse Effect Condition in accordance with the Transaction Documents and the Material Adverse Effect Condition has not been satisfied or waived;

means:

(a)        the divestment of more than five Vessels;

(b)        being required to remove more than five Vessels from the Brazilian market on more than a temporary or short-term basis; or

(c)        a combination of (a) and (b) that involves more than five Vessels;

means all information (in whatever form held), including all:

(a)       formulas, designs, specifications, drawings, know-how, manuals and instructions;

(b)       customer and supplier lists, sales, marketing and promotional information;

(c)       business plans, budgets and forecasts;

(d)       technical or other expertise including source materials relating to software;

(e)       accounting and Tax records, correspondence, orders and inquiries; and

(f)         financial records, bills, accounting, internal and audit records, operating manuals, programming information, computerised data, quality records and reports, cost information, pricing data, market surveys, mailing lists and personnel and payroll records;

means:

(a)        any cash at bank and in hand and cash in transit owned by any member of the Target Group which is freely available and immediately accessible for use by the relevant member of the Target Group (net of uncleared cheques and excluding any Restricted Cash);

(b)        any marketable securities and cash equivalents with a maturity of not more than three (3) months owned by any member of the Target Group, in each case excluding Restricted Cash; and

(c)        the items specifically included within “Cash” pursuant to Part C of Schedule 8 (Post-Completion Adjustment),

but excluding any amounts specifically excluded from “Cash” pursuant to Part C of Schedule 8 (Post-Completion Adjustment);

means:

(a)       the Current Assets of the Target Group, less

(b)       the Current Liabilities of the Target Group,

in each case, as at the Effective Time, prepared in accordance with Schedule 8 (Post-Completion Adjustment).

A sample calculation of Completion Working Capital is set forth in Part E of Schedule 8 (Post-Completion Adjustment) as if the Effective Time was 31 December 2025;

means, with respect to each set of Financial Statements, that:

(a)        such Financial Statements do not contain any untrue statement of a material fact regarding the Target Group or omit to state any material fact regarding the Target Group necessary in order to make such Financial Statements not misleading under the circumstances in which they were made;

(a)        the Target Group has not stated its intent to, or determined that it must, restate any historical financial information included in the Financial Statements; and

(b)       the Financial Statements are prepared in accordance with IFRS, compliant in all material respects with all applicable requirements of Regulation S-X under the Securities Act for an acquired business and, if applicable, audited in compliance with US GAAS, with the independent auditors of the Target Group having provided an unqualified audit opinion with respect to such set of Financial Statements and having not withdrawn or advised the Sellers in writing that it intends to withdraw such audit opinion, to the extent such financial statements would be (i) required in an offering of securities by the Purchasers’ Guarantor or any of its Affiliates, assuming for this purpose that such offering was being made pursuant to a registration statement on Form S-1 as of the date hereof in order for such registration statement to be declared effective by the SEC (or any successor form thereto) and (ii) required to be filed with the SEC in compliance with the reporting obligations of the Purchasers’ Guarantor under Item 9.01(a) of Form 8-K;

means the current assets of the Target Group, but excluding:

(a)       any amounts comprising Cash;

(b)       any amounts receivable by one member of the Target Group from another member of the Target Group; and

(c)        any amounts specifically excluded from Current Assets and/or Completion Working Capital pursuant to Part C of Schedule 8 (Post-Completion Adjustment);

means the current liabilities of the Target Group, but excluding:

(a)       any amounts comprising Debt;

(b)       any Liabilities in respect of Transaction Costs;

(c)       any amounts payable by one member of the Target Group to another member of the Target Group;

(d)        any liabilities arising in respect of leases that would be required to be capitalised in accordance with IFRS 16; and

(e)        any amounts specifically excluded from Current Liabilities or Completion Working Capital pursuant to Part C of Schedule 8 (Post-Completion Adjustment);

means:

(a)        all outstanding indebtedness of any member of the Target Group for borrowed money (including overdrafts, drawn credit facilities, bank loans, bonds and notes, but net of any Banco do Brasil Cash Collateral);

(b)        all Assurances assumed by any member of the Target Group in respect of any indebtedness of any person not a member of the Target Group;

(c)        any intercompany financing balances owing from a member of the Target Group to any member of the Sellers’ Relevant Seller Groups, including the Shareholder Loans to the extent not settled in full as at the Effective Time, and excluding for the avoidance of doubt any trading balances owing from a member of the Target Group to any member of the Seller's Relevant Seller Groups arising in the ordinary course of business to the extent included as a Current Liability;

(d)        all liabilities in respect of unfunded or underfunded pension, gratuity, jubilee, retirement, termination, indemnity, health or welfare plan or other similar plans to the extent any member of the Target Group would be liable at or following Completion, in each case, together with the employer portion of any applicable Taxes due in respect of any such payments;

(e)        any liabilities of any member of the Target Group for deferred purchase price of assets, property, securities or services, including all earn-out payments, seller notes and other similar payments;

(f)        any liabilities of any member of the Target Group in respect of any interest rate swap, forward contract currency or other hedging arrangements;

(g)        any liabilities of any member of the Target Group in respect of any factoring arrangements where a member of the Target Group remains liable;

(h)        any items specifically included within “Debt” pursuant to Part C of Schedule 8 (Post-Completion Adjustment); and

(i)        all accrued or unpaid interest, fees, break costs, prepayment penalties and similar charges in connection with any indebtedness of any member of the Target Group that are incurred and become payable as a result of the Transaction;

but, for the avoidance of doubt, in each case, excluding:

(i)         any trade payables incurred in the ordinary course of business and reflected in Current Liabilities;

(ii)        any liabilities arising in respect of leases that would be required to be capitalised in accordance with IFRS 16;

(iii)       any amounts owing from one member of the Target Group to another member of the Target Group;

(iv)       any liabilities of any member of the Target Group in respect of any Transaction Costs; and

(v)        any items specifically excluded from “Debt” pursuant to Part C of Schedule 8 (Post-Completion Adjustment);

means:

(a)        any material, substance, chemical or waste (or combination thereof) that (i) is listed, defined, designated, regulated or classified as hazardous, toxic, radioactive, dangerous, a pollutant, a contaminant, petroleum, oil or words of similar meaning or effect under any Environmental Law or (ii) can form the basis of any Liability under any Environmental Law; and

(b)        any petroleum, petroleum products, per- and polyfluoroalkyl substances, polychlorinated biphenyls (PCBs), asbestos and asbestos-containing materials, radon, mould, fungi and other substances, including related precursors and breakdown products;

means the following consolidated financial statements of each of the Target Companies and their respective Subsidiaries (or, in the alternative, of the Target Group on a combined basis) prepared in accordance with IFRS:

(a)        audited annual financial statements as of and for the year ended 31 December 2024, audited by the independent auditors of the Target Group; and

(b)        unaudited interim financial statements as of and for the nine (9) months ended 30 September 2024 and 30 September 2025, reviewed by the independent auditors of the Target Group;

means the unaudited interim consolidated financial statements of each of the Target Companies and their respective Subsidiaries (or, in the alternative, of the Target Group on a combined basis) as of and for:

(a)        solely if the Completion Date occurs on or after 31 March 2026, the three (3) months ended 31 March 2025 and 31 March 2026;

(b)        solely if the Completion Date occurs on or after 30 June 2026, the six (6) months ended 30 June 2025 and 30 June 2026 (in addition to those unaudited interim consolidated financial statements required in (a)); and

(c)        solely if the Completion Date occurs after 30 September 2026, the nine (9) months ended 30 September 2025 and 30 September 2026 (in addition to those unaudited interim consolidated financial statements required in (a) and (b)),

(as applicable), each of which shall be reviewed by the independent auditors of the Target Group;

means any written contract to which any member of the Target Group is a party and under which any member of the Target Group:

(a)        is granted a licence, covenant not to sue or other similar right with respect to Intellectual Property, excluding open source licences and any non-exclusive licence to “off the shelf” software that is generally commercially available and that has annual aggregate licence and maintenance fees of less than fifty thousand Brazilian reais (R$ 50,000); or

(b)        grants any licence, covenant not to sue or other similar right with respect to any Target Group IP, excluding in each case of clauses (a) and (b), any:

(i)         agreements with employees or independent contractors entered into in the ordinary course of business in connection with the Target Group’s engagement of that person;

(ii)        non-exclusive licences granted by the Target Group to its vendors, customers and suppliers in the ordinary course of business; or

(iii)       agreements containing a non-exclusive licence that is merely incidental to the transaction contemplated in such contract, the commercial purpose of which is primarily for something other than such licence;

means the aggregate of:

(a)       any Relevant Capital Expenditure made prior to the Effective Time by any member of the Target Group; and

(b)        any interest, fees, break costs, prepayment penalties and similar charges (whether paid or unpaid) accrued following the date of this Agreement and prior to the Effective Time in connection with any Debt of any member of the Target Group incurred for the purposes of funding any Relevant Capital Expenditure made or committed to be made (including as may arise through the Relevant Tender Process or other successful contractual tender process approved by the Purchasers in writing in accordance with Clause 4.2(C)) prior to the Effective Time by any member of the Target Group;

means, with respect to any Leased Real Property or any Vessel, any of the following:

(a)        mechanics’, carriers’, workmen’s, repairmen’s or other like Encumbrances arising or incurred in the ordinary course of business or imposed by applicable Law for amounts that are not yet due and payable or the amount and validity of which are being contested in good faith and for which adequate reserves have been established in accordance with IFRS;

(b)        imperfections of title, easements, rights-of-way, covenants, restrictions and other similar charges or Encumbrances, if any, which do not, individually or in the aggregate, materially impair the present or continued use and operation of the specific assets to which they relate;

(c)        zoning, building and other generally applicable land use restrictions, provided, however, that such restrictions do not materially interfere with the present use of the relevant Lease by the Target Group;

(d)        Encumbrances not created by the Target Group that affect the underlying fee interest of any Lease;

(e)        any set of facts an up-to-date survey based on publicly available information would show; and

(f)         Encumbrances for Taxes which are not yet assessed or, if assessed, not yet due and payable, in each case, which arise by operation of Law;

provided, however, in each case, that such facts do not materially interfere with the present use of the relevant Leased Real Property (and related Lease) or Vessel (and related Charter) by the Target Group;

means Petróleo Brasileiro S.A., together with the following Affiliates of Petrobras who are party to the Petrobras Contracts:

(a)       [*****]

(b)       [*****]

(c)       [*****]

(d)       [*****]

(e)       [*****]

(f)       [*****]

(g)      [*****]

(h)      [*****]

(i)       [*****]

(j)       [*****]

(k)      [*****]

(l)       [*****]

(m)      [*****];

means any capital expenditure made or, to the extent reflected as a Current Liability, committed to be made (including by way of participation in any contractual tender process which, if successful, would require relevant capital expenditure to be made) (as relevant) by any member of the Target Group following the date of this Agreement which either:

(a)        relates to the Relevant Tender Process or any contract or agreement awarded to any member of the Target Group in connection with, and following the conclusion of, the Relevant Tender Process; or

(b)        has, for the purposes of Clause 4.1 and paragraph (D) of Schedule 3 (Conduct of Business before Completion), been approved (or deemed to be approved in accordance with Clause 4.7) by the Purchasers in writing in accordance with Clause 4.2(C),

but, for the avoidance of doubt, in each case, excluding any capital expenditure made or committed to be made (as relevant) by any member of the Target Group in the ordinary course of business in accordance with the Capex Plan;

means:

(a)        in relation to Wilson Sons, an amount equal to its proportion of the Completion Payment as allocated in accordance with Schedule 7 (Consideration Allocation);

(b)        in relation to Ultranav, an amount equal to its proportion of the Completion Payment as allocated in accordance with Schedule 7 (Consideration Allocation); and

(c)        in relation to Ultratug, an amount equal to the aggregate of:

(i)      its proportion of the Completion Payment as allocated in accordance with Schedule 7 (Consideration Allocation);

(ii)     minus the Retention Amount as at Completion (being, for the avoidance of doubt, five million US dollars (USD 5,000,000) only);

(iii)    minus the Completion BWT Amount;

means, in relation to any Seller and in respect of any Claim against, or amount payable or receivable by, such Seller, a fraction equal to X/Y where:

(a)       “X” equals the percentage set out against such Seller’s name in Schedule 7 (Consideration Allocation); and

(b)       “Y” equals the aggregate of the percentages set out in Schedule 7 (Consideration Allocation) against the name of each Seller against whom the relevant Claim (or series of separate Claims relating to the same facts and circumstances) is made, from whom the relevant amount is payable or by whom the relevant amount is receivable (as relevant),

and, for the avoidance of doubt, in relation to Wilson Sons only, where, for the purposes of calculating “X” or “Y” (as relevant), the relevant Claim (or series of separate Claims relating to the same facts and circumstances), the relevant amount payable or the relevant amount receivable (as relevant) relates to:

(i)      solely the Wilson Sons Panama Target Shares or the Wilson Sons Brazil Target Shares (as relevant), the relevant percentage shall be the percentage set out against Wilson Sons’ name in Schedule 7 (Consideration Allocation) in respect of solely the Wilson Sons Panama Target Shares or the Wilson Sons Brazil Target Shares (as relevant); and

(ii)    both the Wilson Sons Panama Target Shares and the Wilson Sons Brazil Target Shares, the relevant percentage shall be the aggregate of the percentages set out against Wilson Sons’ name in Schedule 7 (Consideration Allocation) in respect of both the Wilson Sons Panama Target Shares and the Wilson Sons Brazil Target Shares;

means:

(a)         in relation to Wilson Sons, Wilson Sons, and its Affiliates from time to time; and

(b)         in relation to either or both of the Ultratug Sellers (as relevant), Ultratug and Ultranav and their respective Affiliates from time to time,

but, in each case, excluding any member of the Target Group;

means each of the following:

(a)       Wilson Sons Ultratug Offshore;

(b)       WSUT;

(c)       Wilson Sons Offshore;

(d)       Wilson, Sons;

(e)       Ultratug;

(f)       Ultranav;

(g)       Ultramar;

(h)       Antares Naviera; and

(i)       Magallanes,

and “Restricted Name” shall be construed accordingly;

means an amount equal to the aggregate of:

(a)       five million US dollars (USD 5,000,000); and

(b)        an amount equal to interest on such sum at an annual interest rate of 4.5% (calculated on a daily basis assuming a 365-day year), which shall accrue daily for the period from (but excluding) the Completion Date to (and including) the Post-Completion Adjustment Payment Date;

means the activities required or advisable for the transfer or migration of services, assets, contracts or other rights to or for the benefit of the Target Group and the activities required or advisable in order to establish the necessary platforms and systems, in each case to enable the Target Group to operate independently of each Relevant Seller Group and be integrated with the operations of the Purchasers’ Group as soon as reasonably practicable following Completion, including:

(a)        the transfer of data relating to the Target Group hosted on systems of Wilson Sons and its Relevant Seller Group to systems of the Purchasers’ Group and/or the Target Group;

(b)        the migration of information technology servers from Wilson Sons and its Relevant Seller Group to the Purchasers’ Group and/or the Target Group; and

(c)         the transfer of services provided by Wilson Sons and its Relevant Seller Group to the Purchasers’ Group and/or the Target Group, which may include replacement of such current services with suitable alternatives or support and assistance with the establishment of standalone arrangements by the Purchasers’ Group and/or the Target Group;

 “Separation Plan”

means, for any taxable year in which a Loss is incurred, as reasonably determined by the relevant recipient of any Payment, the amount by which the cash Tax Liability of such payee or any member of its group for such taxable year or the subsequent taxable year is actually reduced as a result of such Loss calculated by comparing:

(a)        the Taxes payable by such person in respect of such taxable years without giving effect to any deductions for the payment or accrual of such Loss that gives rise to the relevant Payment Obligation; and

(b)        the Taxes payable by such person in respect of such taxable years after giving effect to any deductions actually allowed as a result of the payment or accrual of such Loss, and net of any Taxes and reasonable out-of-pocket expenses incurred by such person in connection with obtaining, receiving or accruing such reduction in cash Tax Liability or the related Payment Obligation;

means:

(a)        any unpaid fees, costs and expenses of counsel, accountants, financial advisors or other advisors or service providers (including any brokerage fees, commissions, finders’ fees, or financial advisory fees) incurred since 24 June 2024 by any member of the Target Group directly in connection with the preparation, execution and carrying into effect of this Agreement and all other Transaction Documents, together with any amounts in respect of irrecoverable VAT and/or IOF-FX Tax payable in respect thereof by the Target Group; and

(b)        all amounts payable by any member of the Target Group under any contractual arrangement between any member of the Target Group and any employee or consultant of any member of the Target Group that will be triggered in whole or in part by either the execution of this Agreement or as a result of the consummation of the transactions contemplated by this Agreement (either alone or in combination with another event) (but excluding, for the avoidance of doubt, the Employee Retention Arrangements), together with the employer portion of any applicable employment Taxes, including social security contributions for which any member of the Target Group is liable in respect of such payments,

but, in each case, excluding, for the avoidance of doubt, any fees, costs and expenses incurred by any member of the Target Group:

(i)         in relation to the satisfaction of the Conditions;

(ii)        in effecting the Separation;

(iii)       in connection with Clauses 4.11 to 4.16 (inclusive); or

(iv)       otherwise at the written direction or the written instruction of any member of the Purchasers’ Group;

means:

(a)       in the event that following delivery of the Completion Statement in accordance with paragraph 1 of Part A of Schedule 8 (Post-Completion Adjustment) the Adjustment Amount is a negative number and Ultratug’s Relevant Proportion of the Adjustment Amount (expressed as a positive number) is less than or equal to the Retention Amount (as at the Post-Completion Adjustment Payment Date), an amount equal to:

(i)       the Retention Amount (as at the Post-Completion Adjustment Payment Date);

(ii)       minus Ultratug’s Relevant Proportion of the Adjustment Amount (expressed as a positive number); and

(b)       in the event that following delivery of the Completion Statement in accordance with paragraph 1 of Part A of Schedule 8 (Post-Completion Adjustment) the Adjustment Amount is a positive number, an amount equal to:

(i)       the Retention Amount (as at the Post-Completion Adjustment Payment Date);

(ii)       plus Ultratug’s Relevant Proportion of the Adjustment Amount;

means:

(a)        any value added tax or goods and services tax;

(b)        any state value added tax on the circulation of goods and on interstate and intermunicipal transportation and communication services – imposto sobre circulação de mercadorias e serviços (ICMS), established by the Brazilian Federal Constitution and regulated by Complementary Law No. 87/1996, as amended, generally levied on the circulation of goods and those services, including on imports;

(c)        any federal tax on industrialised products – imposto sobre produtos industrializados (IPI), established by the Brazilian Federal Constitution, instituted by Law No. 4,502/1964, and regulated by Decree No. 7,212/2010 (RIPI/2010), generally levied upon the import of industrialised products and on their exit from an industrial establishment or an equivalent establishment;

(d)        any federal social contributions on gross revenue, namely the Social Integration Program contribution – contribuição para o programa de integração social (PIS/Pasep) and the Social Security Financing Contribution - contribuição para o financiamento da seguridade social (COFINS), instituted respectively by Complementary Law No. 7/1970 and Complementary Law No. 70/1991 and currently governed, for the non-cumulative regime, by Laws No. 10,637/2002 (PIS) and 10,833/2003 (COFINS), generally levied on the gross revenue of legal entities and also on imports under Law No. 10,865/2004;

(e)        any contribuição sobre bens e Serviços (CBS) introduced by Constitutional Amendment No. 132/23 and Complementary Law No. 214/2025 generally due over the sale of goods and provision of services;

(f)         any imposto sobre Bens e Serviços (IBS) introduced by Constitutional Amendment No. 132/23 and Complementary Law No. 214/2025 generally due over the sale of goods and provision of services;

(g)        any Impuesto a la Transferência de Bienes Corporales Muebles y la Prestación de Servicios (ITBMS) generally due over the sale of goods and provision of services; and

(h)        any other Tax of a similar nature to the Taxes referred to in any of paragraphs (a) to (g) (inclusive) above, whether imposed in substitution for, or levied in addition to, the Taxes referred to in any of paragraphs (a) to (g) (inclusive) above or imposed elsewhere;

means 9.30 a.m. to 5.30 p.m. on a Business Day.

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

Arthur B. Penteado

Eduardo B. Câmara

[*****]

[*****]