Zenvia Inc. (NasdaqCM:ZENV) entered into an agreement for the purchase and sale of equity interest in One To One Engine Desenvolvimento E Licenciamento De Sistemas De Informatica S.a from Vanderlei Arcanjo Carnielo Calejon, Heitor Sakoda, Cleber Augusto Calejon and 4ti Participacoes LTDA for approximately BRL 680 million on March 18, 2021. Subject to compliance with the Suspensive Conditions for Closing, Buyer wishes to acquire from Sellers, partially through purchase and sale, partially via Flip. As part of the consideration, Zenvia Brazil will contribute BRL 40 million in cash into D1, an amount which we currently estimate to be BRL 250 million, Class A common shares to certain D1 shareholders, equivalent to an amount of BRL 83 million. Additionally, as further consideration, an earnout payment of BRL 45 million in the first quarter of 2022, (ii) BRL 174 million in the first quarter of 2023 subject achievement of certain gross profit milestones for the relevant periods. As of June of 1, 2021, Zenvia will contribute BRL 21 million in cash into D1 until May 31, 2021, and (ii) on the closing date, (1) Zenvia will contribute further BRL 19 million in cash into D1; (2) the Zenvia will pay to D1 shareholders an amount of BRL 270 million; and (3) the Zenvia will deliver a certain number of our Class A common shares to certain D1 shareholders, equivalent to an amount which we currently estimate to correspond to BRL 139 million. Additionally, as further consideration for the D1 Acquisition, the Zenvia also agreed to pay amounts to certain D1 shareholders which we currently estimate to be (i) BRL 57 million in the first quarter of 2022; and (ii) BRL 174 million in the first quarter of 2023, based on a certain multiple times D1's gross profit for the last twelve months (LTM) ending on March 31, 2022 and March 31, 2023, respectively. Part of the net proceeds from the IPO and concurrent private placement of Zenvia will be used to pay the consideration payable in cash to acquire one to one engine. Upon consummation of the D1 Acquisition, we will also become indirect holders of 100% of the share capital of Smarkio Tecnologia Ltda. The transaction is subject to certain suspensive conditions :D1-4TI Shares shall be free and clear of any Encumbrance, Sellers' Fundamental Representations and warranties shall be true and correct on Closing, Sellers and the Zenvia shall have fulfilled all its obligations in accordance with this Agreement until the Closing Date etc. The transaction is expected to close in third quarter of 2021.

Zenvia Inc. (NasdaqCM:ZENV) entered into an agreement for the purchase and sale of equity interest in One To One Engine Desenvolvimento E Licenciamento De Sistemas De Informatica S.a from Vanderlei Arcanjo Carnielo Calejon, Heitor Sakoda, Cleber Augusto Calejon and 4ti Participacoes LTDA on July 30, 2021. As a result of the consummation of the One To One Engine Desenvolvimento E Licenciamento De Sistemas De Informatica S.a, Acquisition, Fernando Jorge Wosniak Steler's nomination as a member of Zenvia's board of directors is now effective. On the jULY 30, 2021, hereof, Zenvia Mobile Serviços Digitais S.A., Zenvia's wholly-owned subsidiary, contributed BRL 19 million in cash into D1 (in addition to BRL21 million contributed on May 31, 2021), and paid the amount of BRL318 million to D1 shareholders and (ii) Zenvia delivered 1,942,750 of its Class A common shares to certain shareholders of D1.