StoneCo : First Amendment to the Shareholders Agreement

FIRST AMENDMENT TO THE SHAREHOLDERS' AGREEMENT

ENTERED INTO BY AND AMONG

HR HOLDINGS LLC

VCK INVESTMENT FUND LIMITED SAC A

CAKUBRAN HOLDINGS LTD.

AND

STONECO LTD.

DATED APRIL 23, 2024

FIRST AMENDMENT TO THE SHAREHOLDERS' AGREEMENT

This First Amendment to the Shareholders' Agreement ("First Amendment") is entered into by and between the parties below (individually referred to herein as "Party" and, jointly, as "Parties"):

1. HR HOLDINGS LLC, a company incorporated in Delaware, United States of America, whose registered office is at 108 West 13th Street, Wilmington, Delaware 19801, New Castle
   ("HR Holdings");
2. VCK INVESTMENT FUND LIMITED SAC A, a company incorporated in Bahamas, whose registered office is at 2nd floor Bahamas Financial Centre, Shirley & Charlotte Streets, Nassau,
   Bahamas ("VCK");
3. CAKUBRAN HOLDINGS LTD., an exempted company incorporated under the Laws of the Cayman Islands, whose registered office is at Campbells Corporate Services Limited, 4th Floor, Willow House, Cricket Square, George Town, Grand Cayman KY1-9010, Cayman Islands ("Cakubran" and, jointly with HR Holdings and VCK, the "Shareholders"); and
4. STONECO LTD., an exempted company incorporated under the Laws of the Cayman Islands, whose registered office is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands ("Company").

WHEREAS:

1. on October 29, 2018, the Shareholders and the Company entered into a
   Shareholders' Agreement in order to regulate their relationship as shareholders of the
   Company, establishing, among others, rules related to the corporate governance of the
   Company ("Shareholders Agreement");
2. on April 28, 2023, the Shareholders entered into a Deed Poll For Waiver of Director Nomination Rights Relating to the Company and Other Covenants ("Deed"), by means of which the Shareholders undertook to amend certain provisions of the Shareholders Agreement; and
3. section 4.03(b) of the Shareholders Agreement provides that the Shareholders Agreement may be amended, waived or otherwise modified only by a written instrument executed by the Parties,

NOW THEREFORE, the Parties have determined to enter into this First Amendment to reflect the provisions agreed among the Parties, and hereby agree to amend the Shareholders Agreement with effect from this date on the following terms and conditions:

1. DEFINITIONS AND INTERPRETATION

1. DEFINITIONS. All capitalized terms used in this First Amendment and not defined herein shall have the meanings ascribed to them in the Shareholders Agreement, save as otherwise amended herein.
2. INTERPRETATION. This First Amendment shall be: (i) construed in accordance with the same rules applicable to the Shareholders Agreement; and (ii) interpreted in accordance with the rules of interpretation established in Section 1.02 of the Shareholders Agreement.

2. AMENDMENTS AND CONSOLIDATION

2.1. AMENDMENTS. Notwithstanding the provisions of the Deed, the Parties have agreed to amend the Shareholders Agreement. Accordingly, the Parties hereby agree: (i) to delete former Section 2.02 (with the automatic renumbering of the following sections); and (ii) that Section 2.01 to Section 2.04 of the Shareholders Agreement shall be amended and restated to read as follows:

"SECTION 2.01. COMPOSITION OF THE BOARD. From and after the date hereof, as long as the Shareholders' and their Affiliates' Aggregate Voting Power of Shares (as determined on a Common Equivalents basis) (A) hold at least 15% of the total voting powers of all Shares (as determined on a Common Equivalents basis), the Shareholders shall have the right, but not the obligation, to nominate at least one

1. designee (or if the size of the Board is increased for more than 11 (eleven) members, 10% of the total number of Directors, rounded upward to the nearest whole number) to be elected as a Director ("Shareholder Director"), and (B) hold at least 25% of the total voting powers of all Shares (as determined on a Common Equivalents basis), the Shareholders shall have the right, but not the obligation, to nominate a Director to act as the chairman at Board meetings ("Chairman of the Board"), each in accordance with the procedures set forth in Exhibit B. If the Shareholders do not have such voting power, then they will not be able to nominate a Shareholder Director and the Chairman of the Board shall be elected and appointed by a majority of the Directors (as applicable).

1. If, for any reason other than a failure by the Shareholders to timely deliver a Nomination Notice (as defined in Exhibit B hereto), it is verified that the Shareholders have nominated less than the total number of designee(s) the Shareholders are entitled to nominate pursuant to this Section 2.01, the Shareholders shall have the right, at any time, to nominate such designee(s) to which they are entitled to, in which case the Shareholders and the Company shall take, or cause to be taken, all Necessary Action to (A) increase, if necessary, the size of the Board as required to enable the Shareholders to so nominate such designee(s) and (B) cause the election of such designee(s) nominated by the Shareholders to such newly created directorships.
2. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Cayman Islands law), to take

all Necessary Action to effectuate the above, including by: (A) if necessary, calling a general meeting with purposes of approving the size of the Board as required to enable the Shareholders to so nominate such designee(s) and taking all Necessary Action in order to such matter be approved in the general meeting; and (B) calling a general meeting with purposes of electing a Shareholder Director.

1. For the avoidance of doubt, the rights granted under this Shareholders Agreement to the Shareholders to nominate members of the Board are additive to, and not intended to limit in any way, the rights that the Shareholders or any of their respective Affiliates may have to nominate, elect or remove directors under the Governing Documents or Cayman Islands law.
2. The nomination of members to the Board pursuant to this Shareholders Agreement shall observe the terms and conditions of the Governing Documents. Except to election of interim members of the Board (which are only subject to the approval by the Board), the election of such members shall be approved at the Company's annual general meeting or any other general meeting called for such purpose, also in accordance with the Governing Documents. If André Street de Aguiar is elected as a member of the Board, he shall be deemed as a nomination made by the Shareholders and shall be considered a Shareholder Director.

SECTION 2.02. VACANCIES. In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by the Shareholders or otherwise in accordance with the Governing Documents, as either may be amended or restated from time to time) of a Shareholder Director, the Shareholders entitled to nominate such Shareholder Director shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of such Shareholders immediately following the filling of such vacancy will not exceed the total number of persons such Shareholder is entitled to nominate pursuant to Section 2.01 on the date of such replacement designation. The Company and the Shareholders shall take all Necessary Action to cause the election of such replacement designee as a member of the Board. Subject to the provisions of this Agreement, the Board may nominate additional Directors to the Board, or fill any vacancy on the Board, pursuant to the terms of the Governing Documents.

SECTION 2.03. BOARD EXPENSES. The Company shall pay all reasonable out-of-pocket expenses incurred by each Director in connection with attending regular and special meetings of the Board and any committee thereof, and any such meetings of the board of directors of any Subsidiary of the Company and any committee thereof.

SECTION 2.04. BOARD COMMITTEES. For so long as the Shareholders have the right to designate at least one (1) Shareholder Director pursuant to Section 2.01, the Shareholders shall have the right, but not the obligation, to designate the pro rata

share of the total number of members of each committee of the Board that is equal to the proportion that the total number of designee(s) the Shareholders are entitled to nominate pursuant to this Section 2.01 bears to the Total Number of Directors of the Company; provided that the right of any Shareholder Director to serve on a committee shall be subject to applicable Law and the Company's obligation to comply with any applicable independence requirements of the Stock Exchange."

2.1.1. ACTIONS REQUIRING CONSENT. In accordance with item 2.3 of the Deed, the Parties hereby agree to remove the obligation of the Company to obtain the Shareholders' written approval prior to taking any action, or permitting any of its Subsidiaries to take any action, with respect to any transactions referred to in or contemplated by: (A) Section 2.05(b) of the Shareholders Agreement (former Section 2.06(b)) to the extent that such transaction is an intra-group transaction that does not involve the transfer of Shares and/or assets of the Company or any of its Subsidiaries to any third party other than the Company and/or any of its Affiliates; and (B) Section 2.05(g) (former Section 2.06(g)) of the Shareholders Agreement. Accordingly, Section 2.05(b) (former Section 2.06(b)) of the Shareholders Agreement shall be amended and restated with effect from 29 November 2022 to read as follows:

"(b) any merger, consolidation, reorganization (including conversion) or any other business combination involving the Company or any of its Subsidiaries that involves the transfer of Shares and/or assets of the Company or any of its Subsidiaries to any third party not including the Company and/or any of its Affiliates on or after 29 November 2022;"

2.1.2. In accordance with the provisions set forth in Section 2.1.1. above, Section 2.05 of the Shareholders Agreement (former Section 2.06) shall be amended and restated with effect from 29 November 2022 to read as follows:

"SECTION 2.05. ACTIONS REQUIRING CONSENT. For so long as the Shareholders' and their respective Affiliates' Aggregate Voting Power of Shares (as determined on a Common Equivalents basis), continues to be at least 15% of the total voting power of all Shares (as determined on a Common Equivalents basis), the Company agrees that it will not take any action, nor shall it permit its Subsidiaries to take any action (including any action by the Board or any committee thereof), with respect to any of the following matters without the prior written approval of the Shareholders:

1. entering into any transaction or series of transactions that would result in a Change of Control;
2. any merger, consolidation, reorganization (including conversion) or any other business combination involving the Company or any of its Subsidiaries that involves the transfer of Shares and/or assets of the Company or any of its Subsidiaries to any third party not including the Company and/or any of its Affiliates on or after 29 November 2022;

1. any liquidation, dissolution, receivership, commencement of bankruptcy, insolvency or similar proceedings with respect to the Company or any of its Subsidiaries;
2. authorizing or issuing any capital stock of the Company or any security or obligation that, by its terms, directly or indirectly, is convertible into or exchangeable or exercisable for Common Equivalents or preferred shares of the Company and any option, warrant or other right to subscribe for, purchase or acquire Common Equivalents or preferred shares of the Company, other than (i) pursuant to the StoneCo Ltd. 2018 Omnibus Equity Plan approved by the Board on or prior to the IPO and (ii) in connection with the exchange or conversion of Class A Common Shares into Class B Common Shares, as contemplated by the Governing Documents;
3. the acquisition, sale, conveyance, transfer or other disposition of any asset or business of the Company and/or its Subsidiaries, in one transaction or a series of related transactions, the aggregate consideration or fair value of which is greater than or equal to 20% of the Company's fair market value on the date of such transaction, as determined by the Board in good faith;
4. the incurrence, creation, or assumption of any indebtedness of the Company or any of its subsidiaries in an amount greater than or equal to the Company's net equity in the aggregate on a consolidated basis; or
5. any determination or approval of the annual compensation of the senior executive officers and/or Directors of the Company."

2.1.3. NOTICES. The Parties have notified each other of their revised address details for the receipt of notices under this First Amendment. Accordingly, Section 4.02 of the Shareholders Agreement is hereby amended and restated to read as follows:

"SECTION 4.02. NOTICES. All notices, requests and other communications to any party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission or email transmission so long as receipt of such email is requested and received:

if to the Company to:

StoneCo Ltd.

Avenida Doutora Ruth Cardoso, No. 7221, cj 1501, 14th floor, São Paulo, SP, Brazil, ZIP Code 05425-902

Attention: Chief Executive Officer and Legal Department

with a copy to:

Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017

Attention: Byron B. Rooney Fax: [phone]

Email: [e-mail]

if to the Shareholders, to:

André Street

Rua Dr. Renato Paes de Barros, 1.017 - 15º andar - Itaim Bibi - São Paulo - SP - CEP 04530-001

Email: [e-mail]

with a copy to:

Gênova Consultoria e Participações Ltda.

Rua Dr. Renato Paes de Barros, 1.017 - 15º andar - Itaim Bibi - São Paulo - SP - CEP 04530-001

Attention: Legal Department

Email: [e-mail]

2.1.4. EXHIBIT B. The Parties hereby agree to add a new Exhibit B to the Shareholders Agreement as follows:

"EXHIBIT B OF THE SHAREHOLDERS' AGREEMENT

PROCEDURE FOR THE NOMINATION OF DIRECTORS BY SHAREHOLDERS

NOMINATION OF DIRECTORS

1. The Shareholders must be notified by the Company, within sixty (60) business days prior to the date on which the Company's annual general meeting is expected to be called, to nominate their candidate for the position of at least one
   (1) member of the Board of Directors ("Nomination Notice").
2. The Shareholders shall nominate their candidate for the position of members of the Board of Directors until two (2) business days prior to the date on which the Company's annual general meeting is expected to be called ("AGM Nomination Letter").
3. In case the Shareholders fail to timely send the AGM Nomination Letter and, therefore, do not nominate their candidates for the position of members of the
   Board of Directors within the deadline set forth in item "b" above, it will be understood that the Shareholders did not wish to exercise their right of

nomination of members of the Board of Directors at that time. Nonetheless, the Shareholders are entitled to exercise their right to nominate the Shareholder Director under Section 2.01 of this Agreement at any time prior to the next Company's annual general meeting. In this case, the Shareholders shall send to the Company a nomination request ("Nomination Request") and the Board of Directors shall vote, within fifteen days (15), a resolution to elect, on an interim basis, the Board member nominated in the Nomination Request, who may be later confirmed by the Shareholders as their nominee in the AGM Nomination Letter.

ELECTION AND DISMISSAL OF CHAIRMAN

1. The Shareholders may elect and/or dismiss, at any time, the chairman of the Board of Directors, by means of sending a written notice to the Board of Directors
   ("Chairman Notice") indicating:
2. 1. their intention to elect and/or dismiss the chairman of the Board of Directors; and, in case of dismissal, if they wish, nominating, within the members of the Board of Directors, their new candidate for the position of chairman of the Board of Directors.
   2. Within five (5) business days of the receipt of the Chairman Notice, the Board of Directors shall cause the Chairman indicated by the Shareholders to be elected and/or dismissed, as applicable.
3. In case the Shareholders require the dismissal of the Chairman and/or do not nominate, in the Chairman Notice, a candidate or new candidate, as applicable, for the position of chairman of the Board of Directors, the Board of Directors shall appoint its new chairman in accordance with the Company's corporate documents."

2.2. DEFINITIONS. As a result of the amendments to the Shareholders Agreement contemplated herein, the Parties hereby agree to amend the definitions Section of the Shareholders Agreement.

1. The following definitions are hereby added in alphabetical order to Section 1.01(a) of the Shareholders Agreement:

"Director(s)" means a member of the Board.

"IPO" means the initial public offering of Class A Common Shares.

"IPO Date" means the date of the completion of the IPO.

1. The following definitions in Section 1.01(a) of the Shareholders Agreement are hereby amended and restated to read:
   "SHAREHOLDERS" means at any time, HR Holdings LLC, VCK Investment Fund Ltd. SAC
   A, and Cakubran Holdings Ltd., as long as they remain vehicles controlled by André Street de Aguiar, Eduardo Cunha Monnerat Solon de Pontes, collectively or individually, and any Person (other than the Company) affiliated with André Street or Eduardo Pontes and any of their Permitted Assigns who in each case shall then be a party to or bound by this Agreement, so long as such Person shall "beneficially own"
   (as such term is defined in Rule 13d-3 of the Exchange Act) any Company Securities.
   "SUBSIDIARY" means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the Board or other persons performing similar functions are at the time directly or indirectly owned by such Person.
2. The Section 1.01(b) of the Shareholders Agreement is hereby amended and restated to read:

"(b) Each of the following terms is defined in the Section set forth opposite such term:

TERM	SECTION
Company	Preamble
Chairman of the Board	2.01
Confidential Information	3.02(b)
Representatives	3.02(b)
Shareholder Director	2.01
Specified Party	3.04"

2.3. CONSOLIDATION. The Parties hereby agree that the conformed Shareholders Agreement set forth in Schedule 1 to this First Amendment sets forth the agreement between the Parties as to the matters set out in the Shareholders Agreement as amended by this First Amendment with effect from the date hereof.

3. GENERAL PROVISIONS

3.1. INCORPORATION OF PROVISIONS. The rules set forth in Section 3.02 (Confidentiality) and in Article 4 (Miscellaneous) of the Shareholders Agreement are incorporated by reference to this First Amendment and shall apply to this First Amendment as if they were set out in full in this First Amendment.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date set out below.

April 23, 2024.

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