Ultrapar Participações S A : Term of Exercise of Right of First Refusal (for reference only) - Oxiteno

TERM OF EXERCISE OF RIGHT OF FIRST REFUSAL

Words, expressions and abbreviations in capital letters not expressly defined in this Term of Exercise of Right of First Refusal shall have the meanings attributed to them in the Management's Proposal for the Extraordinary General Shareholders' Meeting held on September 30, 2021.

1. EXERCISER

Name/Corporate Name:

CPF/CNPJ:

Address:

Email:

Telephone:

Attorney-in-Fact/Legal Representative:

2. BANK ACCOUNT INFORMATION

Bank:

Branch:

Account:

3. NUMBER OF NEW SHARES TO BE SUBSCRIBED

Number of shares to be subscribed:

4. NUMBER OF EXISTING SHARES TO BE ACQUIRED

Number of shares to be acquired:

5. PAYMENT METHOD OF SHARES TO BE SUBSCRIBED AND ACQUIRED

As set forth in Exhibit II

6. GUARANTEE REGARDING THE NEW SHARES TO BE ACQUIRED (check only one option):

Deposit of 100% of the Initial Purchase Price per Share in cash, in which case the portion corresponding to the Initial Deferred Purchase Price per Share will be held in

an escrow account to guarantee the payment of the Final Deferred Purchase Price per Share, under the terms of Exhibit III; or

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Deposit of the Upfront Initial Purchase Price per Share in cash and granting of a bank guarantee in the amount equivalent to the Initial Deferred Purchase Price per Share

in order to guarantee the payment of the Final Deferred Purchase Price per Share on the Second Installment Date, under the terms of Exhibit IV.

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BY SIGNING THIS TERM OF EXERCISE OF RIGHT OF FIRST REFUSAL, THE SIGNATORY ACKNOWLEDGES AND REPRESENTS, IN AN IRREVOCABLE AND IRREVERSIBLE WAY, THAT: (I) THE PURPOSE OF THIS TERM OF EXERCISE OF RIGHT OF FIRST REFUSAL REFERS TO THE SHARES OF OXITENO S.A. - INDÚSTRIA E COMÉRCIO ("OXITENO"), A PRIVATELY-HELD COMPANY, ENROLLED WITH THE CNPJ UNDER

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NR. 62.545.686/0001-53, IN ACCORDANCE WITH AND FOR THE PURPOSES OF ARTICLE 253, ITEMS I AND II, OF LAW NR. 6,404/76 ("RIGHTS OF FIRST REFUSAL"); (II) (A) THE SUBSCRIPTION PRICE OF REDEEMABLE COMMON SHARES, CLASSES A, B, C, D, E AND F, ALL NOMINATIVE AND WITH NO PAR VALUE, ISSUED BY OXITENO ("NEW SHARES"), WHICH RIGHTS ARE DESCRIBED IN EXHIBIT IIS US$ 17.8358, FREE AND CLEAR OF ALL WITHHOLDINGS AND/OR DEDUCTIONS, BY VIRTUE OF THE TAXES AND/OR COSTS OF ANY NATURE FOR WHICH THE PURCHASERS ARE DEEMED RESPONSIBLE ("FINAL SUBSCRIPTION PRICE PER SHARE"), AND (B) THE PRICE OF ACQUISITION OF EXISTING COMMON AND NOMINATIVE SHARES, WITH NO PAR VALUE AND WITHOUT SPECIFIC CLASS ISSUED BY OXITENO ("EXISTING SHARES") IS US$ 17.8358, SUBJECT TO ADJUSTMENTS UNDER THE TERMS SET FORTH IN THE AGREEMENT AND FREE AND CLEAR OF ALL WITHHOLDINGS AND/OR DEDUCTIONS, BY VIRTUE OF THE TAXES AND/OR COSTS OF ANY NATURE FOR WHICH THE PURCHASERS ARE DEEMED RESPONSIBLE ("FINAL PURCHASE PRICE PER SHARE"), OF WHICH, SUBJECT TO THE ABOVEMENTIONED ADJUSTMENTS, US$ 13.5626 PER SHARE OF OXITENO SHALL BE PAID ON THE CLOSING DATE OF THE TRANSACTION ("CLOSING DATE") AND US$ 4.2732 SHALL BE PAID ON THE SECOND ANNIVERSARY OF THE CLOSING DATE ("SECOND INSTALLMENT DATE"); TO BE PAID UNDER THE TERMS AND CONDITIONS PROVIDED FOR IN EXHIBIT II;(III) THE RIGHTS OF FIRST REFUSAL WILL BE ASSURED IN THE PROPORTION OF 0.071674230661843 SHARE OF OXITENO FOR EACH COMMON SHARE ISSUED BY ULTRAPAR PARTICIPAÇÕES S.A. ("COMPANY") AND EXISTING ON THIS DATE, PUBLICLY-HELD COMPANY, ENROLLED WITH THE CNPJ UNDER NR. 33.256.439/0001-39 OWNED BY THE COMPANY'S SHAREHOLDERS AT THE END OF THE TRADING SESSION ON SEPTEMBER 30, 2021, BEING (A) 0.039416139109966 NEW SHARE, WITH DUE REGARD TO THE APPORTIONMENT INTO DIFFERENT CLASSES AS SET FORTH IN ITEM 1.1 OF EXHIBIT II HEREOF, AND (B) 0.032258091551877

EXISTING SHARE FOR EACH COMMON SHARE ISSUED BY THE COMPANY; (IV) THE RIGHTS OF FIRST REFUSAL SHALL BE EXERCISED COLLECTIVELY, ON THE PROPORTION OF 0.818398054205164 EXISTING SHARE FOR EACH NEW SHARE AND VICE-VERSA, SUBJECT TO PRECLUSION OF THE RIGHTS OF FIRST REFUSAL; (V) CONSIDERING THAT THE FINAL SUBSCRIPTION PRICE PER SHARE AND THE FINAL PURCHASE PRICE PER SHARE WERE EXPRESSED IN US DOLLARS, TO BE CONVERTED INTO BRAZILIAN REAIS, UNDER THE TERMS SET FORTH IN EXHIBIT II, BASED ON, AS APPLICABLE, THE CLOSING EXCHANGE RATE AND EXCHANGE RATE OF THE SECOND INSTALLMENT, WHICH WILL NOT BE KNOWN UPON EXERCISE OF THE RIGHTS OF FIRST REFUSAL, THE SHAREHOLDERS THAT INTEND TO EXERCISE THEIR RIGHTS OF FIRST REFUSAL SHALL EXERCISE SUCH RIGHTS BASED ON THE EXCHANGE RATE FROM US$ TO R$ OF 5.27594 ("EXCHANGE RATE OF THE RIGHTS OF FIRST REFUSAL"). ACCORDINGLY, CONSIDERING THE EXCHANGE RATE OF THE RIGHTS OF FIRST REFUSAL AND IN ACCORDANCE WITH THE SUBSEQUENT ADJUSTMENT DESCRIBED BELOW, THE SHAREHOLDERS THAT CHOOSE TO EXERCISE THEIR RIGHTS OF FIRST REFUSAL, SHALL, INITIALLY, ON THE EXERCISE DATE: (A) FOR THE SUBSCRIPTION OF A NEW SHARE, DEPOSIT, ON BEHALF OF OXITENO, IN THE CURRENT ACCOUNT INDICATED ON EXHIBIT III, THE AMOUNT OF R$ 94.1006, FREE AND CLEAR OF ALL WITHHOLDINGS AND/OR DEDUCTIONS, BY VIRTUE OF THE TAXES AND/OR COSTS OF ANY NATURE FOR WHICH THE SHAREHOLDER IS DEEMED RESPONSIBLE ("INITIAL SUBSCRIPTION PRICE PER SHARE"), AND (B) FOR THE ACQUISITION OF AN EXISTING SHARE, DEPOSIT, ON BEHALF OF THE COMPANY (AS DESCRIBED BELOW), IN THE CURRENT ACCOUNT INDICATED ON EXHIBIT III, THE AMOUNT OF R$ 94.1006, FREE

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AND CLEAR OF ALL WITHHOLDINGS AND/OR DEDUCTIONS, BY VIRTUE OF THE TAXES AND/OR COSTS OF ANY NATURE FOR WHICH THE SHAREHOLDER IS DEEMED RESPONSIBLE ("INITIAL PURCHASE PRICE PER SHARE"), OF WHICH R$ 71.5555 SHALL CORRESPOND TO THE UPFRONT INSTALLMENT ("UPFRONT INITIAL PURCHASE PRICE PER SHARE") AND R$ 22.5451 SHALL CORRESPOND TO THE DEFERRED INSTALLMENT, WITH DUE REGARD TO ITEM 6 OF THE TABLE ABOVE ("INITIAL DEFERRED PURCHASE PRICE PER SHARE"). THE TOTAL EFFECTIVE AMOUNT TO BE PAID BY THE SHAREHOLDERS DUE TO THE EXERCISE OF THEIR RIGHTS OF FIRST REFUSAL SHALL BE ROUNDED (1) UPWARDS, TO THE NEAREST AMOUNT OF CENTS OF BRAZILIAN REAL, IF THE RESULTING FRACTION IS EQUAL TO OR ABOVE R$ 0.005, OR (2) DOWNWARDS, TO THE NEAREST WHOLE NUMBER, IF THE RESULTING FRACTION IS BELOW R$ 0.005; (VI) THE SIGNATORY OF THIS TERM OF EXERCISE OF RIGHT OF FIRST REFUSAL SHALL PAY THE AMOUNTS REFERRING TO THE EXERCISE OF THE RIGHTS OF FIRST REFUSAL, AS PROVIDED IN EXHIBIT II, IN NATIONAL CURRENCY AND BY MEANS OF IMMEDIATELY AVAILABLE FUNDS; (VII) UNDER THE TERMS AND CONDITIONS APPLICABLE TO THE TRANSACTION, INCLUDING THE INDICATION OF GUARANTORS IN RELATION TO THE PAYMENT OF THE PRICE (INCLUDING THE FINAL DEFERRED PURCHASE PRICE PER SHARE, AS DEFINED IN ITEM 2.2 OF EXHIBIT II), THE SHAREHOLDERS THAT HAVE EXERCISED THEIR RIGHTS OF FIRST REFUSAL SHALL: (A) DEPOSIT 100% OF THE INITIAL PURCHASE PRICE PER SHARE IN CASH, IN WHICH CASE THE PORTION CORRESPONDING TO THE INITIAL DEFERRED PURCHASE PRICE PER SHARE WILL BE HELD IN THE ESCROW ACCOUNT INDICATED ON EXHIBIT IIITO GUARANTEE THE PAYMENT OF THE FINAL DEFERRED PURCHASE PRICE PER SHARE, OR (B) DEPOSIT THE UPFRONT INITIAL PURCHASE PRICE PER SHARE IN CASH AND PROVIDE, ON THE DATE OF SUBMISSION OF THIS TERM, A BANK GUARANTEE IN THE AMOUNT EQUIVALENT TO THE INITIAL DEFERRED PURCHASE PRICE PER SHARE IN ORDER TO GUARANTEE THE PAYMENT OF THE FINAL DEFERRED PURCHASE PRICE PER SHARE ON THE SECOND INSTALLMENT DATE, IN ACCORDANCE WITH THE TERMS AND CONDITIONS PROVIDED FOR IN EXHIBIT IV; (VIII) CONSIDERING THAT THE VALUE OF THE FINAL SUBSCRIPTION PRICE PER SHARE AND THE UPFRONT ESTIMATED PURCHASE PRICE PER SHARE (AS DEFINED IN EXHIBIT II) ARE SUBJECT TO (A) THE VARIATION OF THE US DOLLAR AGAINST THE BRAZILIAN REAL ON THE DATE OF DEFINITION OF THE EXCHANGE RATE OF THE RIGHT OF FIRST REFUSAL AND THE COMPLETION OF THE TRANSACTION AND THE PAYMENT OF THE UPFRONT ESTIMATED PURCHASE PRICE PER SHARE AND THE FINAL SUBSCRIPTION PRICE PER SHARE, AS WELL AS (B) THE TERMS, CONDITIONS, DEADLINES AND ADJUSTMENT PROCEDURES SET FORTH IN THE AGREEMENT AND SUMMARIZED IN EXHIBIT II, IN THE EVENT: (B.I) THE FINAL SUBSCRIPTION PRICE PER SHARE IS HIGHER THAN THE INITIAL SUBSCRIPTION PRICE PER SHARE; AND/OR (B.II) THE UPFRONT ESTIMATED PURCHASE PRICE PER SHARE IS HIGHER THAN THE UPFRONT INITIAL PURCHASE PRICE PER SHARE (AS DEFINED IN EXHIBIT II), THE SHAREHOLDERS SHALL CHOOSE, WITHIN FIVE BUSINESS DAYS COUNTED FROM THE DISCLOSURE DATE OF THE FINAL SUBSCRIPTION PRICE PER SHARE AND THE UPFRONT ESTIMATED PURCHASE PRICE PER SHARE, TO SUPPLEMENT, AS APPLICABLE, THE INITIAL SUBSCRIPTION PRICE PER SHARE AND/OR THE UPFRONT INITIAL PURCHASE PRICE PER SHARE, BY PAYING THE DIFFERENCE, RESPECTIVELY, TO OXITENO AND/OR THE COMPANY, SUBJECT TO FORFEIT THE PRECLUSION OF THE RIGHTS OF FIRST REFUSAL ("ADDITIONAL EXERCISE PRICE"), OR TO WAIVE THE EXERCISE OF THE RIGHTS OF FIRST REFUSAL (FAILURE TO SUPPLEMENT SHALL CONSTITUTE WAIVER); (IX) SIMILARLY, IN THE EVENT: (A) THE FINAL SUBSCRIPTION PRICE PER SHARE IS LOWER

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THAN THE INITIAL SUBSCRIPTION PRICE PER SHARE; AND/OR (B) THE UPFRONT ESTIMATED PURCHASE PRICE PER SHARE IS LOWER THAN THE UPFRONT INITIAL PURCHASE PRICE PER SHARE, OXITENO AND/OR THE COMPANY, RESPECTIVELY, SHALL RETURN THE DIFFERENCE TO THE SHAREHOLDERS THAT HAVE EXERCISED THEIR RIGHTS OF FIRST REFUSAL, AS TIMELY INFORMED; (X) HAS READ AND AGREES WITH THE CONTENTS OF THE MANAGEMENT PROPOSAL REGARDING THE COMPANY'S EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING HELD ON SEPTEMBER 30, 2021 AND THE NOTICE TO SHAREHOLDERS DISCLOSED ON THE COMPANY'S WEBSITE AT THE SAME DATE; (XI) HAS EVALUATED ALL ECONOMIC, FINANCIAL, LEGAL AND TAX IMPACTS REGARDING THE EXERCISE OF THE RIGHTS OF FIRST REFUSAL; (XII) IS AWARE THAT OXITENO IS A PRIVATELY-HELD COMPANY, WHICH SHARES ARE NOT ADMITTED FOR TRADING IN THE SECURITIES MARKET AND, THEREFORE, HAVE LIMITED LIQUIDITY, AND SHALL REMAIN AS SUCH UPON COMPLETION OF THE TRANSACTION, AS INFORMED BY THE PURCHASERS; (XIII) FAILURE TO COMPLY WITH ANY OF THE CONDITIONS PROVIDED FOR IN THE NOTICE TO SHAREHOLDERS DISCLOSED ON THE COMPANY'S WEBSITE ON SEPTEMBER 30, 2021 FOR THE EXERCISE OF THE RIGHTS OF FIRST REFUSAL SHALL IMPLY IN THE PRECLUSION OF THE RESPECTIVE RIGHTS OF FIRST REFUSAL, IN CASE SAID NON-COMPLIANCE IS NOT CURED WITHIN THE PERIOD ESTABLISHED FOR THE EXERCISE OF THE RIGHTS OF FIRST REFUSAL AS PROVIDED IN SUCH NOTICE TO SHAREHOLDERS; (XIV) ALL NOTICES TO BE DIRECTED BY THE COMPANY TO THE SIGNATORY OF THIS TERM WILL BE ADDRESSED TO THE E-MAIL STATED BY THE SIGNATORY ABOVE; (XV) THE PRESENTATION OF THIS TERM OF EXERCISE OF RIGHT OF FIRST REFUSAL STATING A NUMBER OF SHARES GREATER THAN THOSE TO WHICH THE SHAREHOLDER IS ENTITLED UNDER THE RIGHTS OF FIRST REFUSAL WILL RESULT IN THE DISREGARD OF THIS TERM OF EXERCISE OF RIGHT OF FIRST REFUSAL BY BANCO BRADESCO S.A., AND IT SHALL LEGALLY OPERATE AS A WAIVER AND FORFEITURE BY THE EXERCISER OF ITS RIGHTS OF FIRST REFUSAL, AND CONSEQUENTLY IN THE NON-EXERCISE OF SUCH RIGHT OF FIRST REFUSAL; AND (XVI) THERE WILL BE NO RIGHTS OF SUBSCRIPTION OR ACQUISITION OF LEFTOVERS (I.E. NON-SUBSCRIBED NEW SHARES AND NON- ACQUIRED EXISTING SHARES THROUGH THE RIGHTS OF FIRST REFUSAL) OF NEW SHARES AND EXISTING SHARES, RESPECTIVELY; AND (XVII) NEITHER THE COMPANY NOR BANCO BRADESCO S.A. ARE RESPONSIBLE FOR NOTIFYING THE SIGNATORIES OF THIS AGREEMENT IN THE EVENT OF ANY INCONSISTENCE, INCORRECT DATA, UNFULFILLED CONDITION, OR ANY OTHER FACT THAT MAY CAUSE THIS TERM OF EXERCISE OF RIGHT OF FIRST REFUSAL TO BE DISREGARDED, THE SIGNATORIES BEING SOLELY AND EXCLUSIVELY RESPONSIBLE FOR SUBMITTING THIS TERM OF EXERCISE OF RIGHT OF FIRST REFUSAL IN THE FORMAT, TERMS, CONDITIONS AND TERMS REQUIRED BY THE COMPANY.

__________________ , ____ , 2021.

_____________________________________________________

Shareholder:

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EXHIBIT I

Characteristics of New Shares

Words, expressions and abbreviations in capital letters not expressly defined in this Exhibit Ishall have the meanings attributed to them in the Management's Proposal for the Extraordinary General Shareholders' Meeting held on September 30, 2021.

1.	Number and Classes of New Shares

According to the terms set forth in the Extraordinary General Shareholders' Meeting of Oxiteno held on August 30, 2021, the issuance of, at least, 36,457,574 and, at most, 42,891,264 new shares issued by Oxiteno, all nominative and with no par value, redeemable and distributed between Classes A, B, C, D, E and F of Oxiteno ("New Shares") was approved, as described below:

Class

New Shares

Minimum

Maximum

Class A

6,076,263

7,148,544

Class B

6,076,263

7,148,544

Class C

6,076,262

7,148,544

Class D

6,076,262

7,148,544

Class E

6,076,262

7,148,544

Class F

6,076,262

7,148,544

TOTAL

36,457,574

42,891,264

2.

Characteristics of the Classes of New Shares

2.1.

Class A

Voting Rights:

Each Class A share shall entitle the respective holder to one

vote at Oxiteno's shareholders' meetings.

Redemption:

Each Class A share may be redeemed by Oxiteno, without the

need of prior approval by the holders of said class of shares,

under the terms set forth in article 44 of the Brazilian Corporate

Law, upon payment of the amount in Brazilian Reais effectively

corresponding to the Final Subscription Price per Share. Oxiteno

may perform the payment in cash or upon delivery of assets.

Redemption

The Class A shares may be redeemed by Oxiteno from March

Period:

31, 2022 to December 1, 2027 ("Redemption Period of Class A

Shares").

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