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US$75000000 Lupatech Finance Limited - Banco Best

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the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. We<br />

cannot assure you, however, that the information from other sources contained in this offering circular is accurate or<br />

complete. We accept responsibility for correctly extracting and reproducing such information. To the extent that<br />

documents or other information are summarized in this offering circular, we refer you to such other documents and<br />

information for a more complete understanding of what we discuss in this offering circular. No person has been<br />

authorized to give information or to make any representation concerning us or our notes other than as contained in<br />

this offering circular; if given or made, such other representation should not be relied upon as having been<br />

authorized by us.<br />

THE NEW BONDS AND THE INITIAL BONDS ISSUED PREVIOUSLY HAVE NOT BEEN AND<br />

WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY<br />

AUTHORITY OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.<br />

NOTICE TO NEW HAMPSHIRE RESIDENTS<br />

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A<br />

LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES<br />

WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY<br />

REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A<br />

FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,<br />

COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN<br />

EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT<br />

THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,<br />

OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS<br />

UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER,<br />

OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.<br />

NOTICE TO RESIDENTS OF BRAZIL<br />

The bonds have not been, and will not be, registered with the Comissão de Valores Mobiliários, or the<br />

CVM, the Brazilian securities commission. Any public offering or distribution, as defined under Brazilian laws and<br />

regulations, of the bonds in Brazil is not legal without such prior registration. Documents relating to the offering of<br />

the bonds, including this offering circular, as well as information contained therein, may not be supplied or<br />

distributed to the public in Brazil, as the offering of the bonds is not a public offering of securities in Brazil, nor may<br />

they be used in connection with any offer for subscription or sale of the bonds to the public in Brazil. Each of the<br />

initial purchasers has agreed not to offer or sell the bonds in Brazil, except in circumstances that do not constitute a<br />

public offering or distribution of securities under applicable Brazilian laws and regulations or pursuant to an express<br />

exemption of registration with the CVM, pursuant to Brazilian law and regulations.<br />

NOTICE TO RESIDENTS IN ARGENTINA<br />

This offering circular has not been and will not be filed with the Argentine National Securities Commission<br />

(Comisión Nacional de Valores), or CNV, and, therefore, neither the CNV nor any other Argentine regulatory<br />

authority has reviewed, approved or rendered any opinion in respect of the accuracy of the information contained<br />

herein. The bonds may not be publicly offered within Argentina unless in compliance with Argentine Law No.<br />

17,811, Decree No. 677/01 (as amended from time to time) and other applicable Argentine law and regulations, and<br />

unless the CNV has granted its public offering authorization.<br />

iii

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