Ambipar Emergency Response
For the period ended Jul 9, 2026. Filed Jul 9, 2026.
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Jul 9, 2026 · Filed Jul 9, 2026
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EX-99.2 · RESTRUCTURING SUPPORT AGREEMENT
RESTRUCTURING SUPPORT AGREEMENT
THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. Nothing contained in thIS RESTRUCTURING SUPPORT AGREEMENT shall be an admission of fact or liability OR, UNTIL THE OCCURRENCE OF THE EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.
THIS RESTRUCTURING SUPPORT AGREEMENT IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE PARTIES HERETO. ACCORDINGLY, THIS RESTRUCTURING SUPPORT AGREEMENT IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES, OR ANALOGOUS RULES, STATUTES AND DOCTRINES UNDER FOREIGN LAW, PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL SETTLEMENT DISCUSSIONS.
THIS RESTRUCTURING SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED or otherwise referred to HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT TO THE COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING, OR OTHERWISE IN ACCORDANCE WITH, THE TERMS SET FORTH HEREIN AND THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS AND THE APPROVAL RIGHTS OF THE PARTIES SET FORTH HEREIN AND IN SUCH DEFINITIVE DOCUMENTS, IN EACH CASE, SUBJECT TO THE TERMS HEREOF.
ThisRESTRUCTURING SUPPORT AGREEMENT (including the exhibits, annexes and schedules hereto, this “Agreement”), dated as of July 9, 2026, is entered into by and among:
| (a) | Ambipar Emergency Response (the “Debtor”); |
| (b) | Ambipar Participações e Empreendimentos S.A. (“Ambipar TopCo”); |
| (c) | Ambipar Lux S.à r.l. (“Ambipar Luxco”); |
| (d) | Emergência Participações S.A. (“Ambipar Emergência”); |
| (e) | Environmental ESG Participações S.A. (“Ambipar Environment” and, together with the Debtor, Ambipar TopCo, Ambipar Luxco, and Ambipar Emergência, the “Company Parties”); and |
| (f) | the undersigned beneficial holders of, or investment advisors, sub-advisors or managers of discretionary accounts or funds that beneficially hold, or entities on behalf of funds and accounts managed, advised or sub-advised by such undersigned entities that hold the Green Notes (as defined herein) (together with their respective successors and permitted assigns, each, an “Initial Consenting Holder,” and, collectively with any Subsequent Consenting Holders, the “Consenting Holders”). |
This Agreement collectively refers to the Company Parties and the Consenting Holders, and each other person that becomes a party to this Agreement in accordance with its terms as the “Parties,” and each, individually, as a “Party.” Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings ascribed to such terms inSection 1, or, if not defined inSection 1, in the Restructuring Term Sheet.
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