Underwriting Agreement, dated January 7, 2021, among MercadoLibre, Inc., MercadoLibre S.R.L., Ibazar.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Envios Servicos de Logistica Ltda., MercadoPago.com Representaes Ltda., MercadoLibre Chile Ltda., MercadoLibre, S. de R.L. de C.V., DeRemate.com de Mxico, S. de R.L. de C.V. and MercadoLibre Colombia Ltda and BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters listed in Schedule 1 thereto

aggregate of $400,000,000 principal amount of its 2.375% Sustainability Notes due 2026 (the “Sustainability Notes”) and an aggregate of $700,000,000 principal amount of its 3.125% Notes due 2031 (the “2031 Notes” and, together with the Sustainability Notes, the “Securities). The Securities will be issued pursuant to an indenture to be dated as of January 14, 2021 (the “Base Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, to be dated as of January 14, 2021, among the Company, the Guarantors and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) and will be guaranteed on a senior basis by each of the Guarantors (the “Guarantees”).












will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or the Guarantors, as the case may be, or any other person.  The Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Guarantors.



required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and the Guarantors in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.  No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified.  If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Time of Sale Information or the Prospectus, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict.


of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.





will be valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of and in the form contemplated in the Indenture.





approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities by the Underwriters.



proceeding or claim by others challenging the Company’s or its subsidiaries’ rights in or to any Intellectual Property, and the Company or any of its subsidiaries is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (v) to the knowledge of the Company or any Guarantor, there is no pending or threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual Property, and the Company or any of its subsidiaries is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vi) to the knowledge of the Company or any Guarantor, there is no pending or threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any patent, trademark, trade name, service mark, copyright, trade secret or other proprietary rights of others, and the Company or any of its subsidiaries is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (vii) to the best knowledge of the Company or any Guarantor, the Company and its subsidiaries have complied in all material respects with the terms of any agreement pursuant to which Intellectual Property has been licensed to the Company or any of its subsidiaries, and all such agreements that are material for the conduct of their respective businesses as they are currently conducted are in full force and effect; and (viii) to the best knowledge of the Company and any Guarantor, there is no patent or patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property or that challenges the validity, enforceability or scope of any of the Intellectual Property except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.



respective businesses as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course.


Sections 304 and 305 of ERISA); (v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.

auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.


Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), other than conduct that would cause only de minimis harm to the Company, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or any of the Guarantors, threatened.




rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities.





Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.




of bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and laws of general applicability relating to or affecting enforcement of creditors’ rights generally or general principles of equity, and provided, further, that the decision of a foreign court complies with (a) the requirements of Section 517 of the National Code of Civil and Commercial Procedure of Argentina, (ii) in the case of Mexico, such laws do not contravene public policy, and provided, further, that the decision of a foreign court complies with the requirements of Articles 569 and 571 of the Federal Civil Procedure Code of Mexico (Código Federal de Procedimientos Civiles) and Article 1347-A of the Commerce Code of Mexico (Código de Comercio), (iii) in the case of Colombia, and in order to give effect to and enforce a judgment obtained in a court outside Colombia, the Supreme Court of Colombia, in the exequatur proceeding, must examine whether the requirements set forth in article 606 of the Código General del Proceso have been fulfilled and (iv) in the case of Chile, such laws do not contravene public policy and provided, further, that the courts in Chile will enforce a final and conclusive judgment rendered by a foreign court in accordance with the procedure contemplated for the enforcement of final and conclusive foreign judgments in the Chilean Civil Procedure Code (“exequatur”); the Company and the Guarantors have the power to submit, and pursuant to Section 16(d) of this Agreement has legally, validly, effectively and irrevocably submitted, to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in the City of New York (“Specified Courts”) and have validly and irrevocably waived any objection to the laying of the venue of any such suit, action or proceeding brought in any such courts; and appointment of agent and acceptance of service of process effected in the manner set forth in this Agreement, assuming validity under the laws of the State of New York, will be effective, under the laws of Argentina, Brazil, Chile, Colombia and Mexico to confer valid personal jurisdiction over the Company, provided that, in the case of Argentina, the summons are served by a court officer. Notwithstanding the foregoing, in the event that proceedings are brought in Mexico seeking to enforce payment by the Mexican Guarantors of their obligations under the Securities, the Mexican Guarantors would not be required to discharge such obligations in a currency other than Mexican currency and a Spanish translation of the judgment and related documents required in such proceedings, prepared by a Mexican court-approved translator, would have to be approved by the court after the defendant is given an opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based upon the translated documents.

Mexico for the enforcement thereof in Argentina, Brazil, Chile, Colombia and Mexico against the Company and the Guarantors and to ensure the legality, validity, enforcement or admissibility into evidence in a legal or administrative proceeding in Argentina, Brazil, Chile, Colombia or Mexico of this Agreement or any other Transaction Document, it is not necessary that this Agreement or any such Transaction Document, as the case may be, be filed or recorded with any governmental or regulatory authority or court or that any registration tax, stamp duty or similar tax be paid on or in respect of this Agreement or any such Transaction Document, as the case may be, other than (i) court costs (including without limitation, filing fees and deposits to guarantee judgment required by a court in Argentina, Brazil, Colombia or Mexico) except that, in Argentina, a legalized copy recognized as a translation into Spanish by a certified translator in Argentina is required for each such document in a language other than the Spanish language sought to be enforced in the courts of Argentina, and pursuant to Argentine Laws No. 24,573 and 26,589, as amended, the decree No. 1467/11 and other ancillary regulations, certain mediation procedures must be exhausted prior to the initiation of lawsuits before courts sitting in the City of Buenos Aires (with the exception, among others, of bankruptcy and executory proceedings, which executory proceedings include the enforcement of foreign judgments, in which case mediation procedures remain optional for the plaintiff) and (ii) in the case of Chile, (y) with respect to the stamp tax over the Transaction Document to be enforced in Chile at a rate of 0.066% per month or fraction thereof, calculated over the principal amount, with a maximum of 0.8% over such principal amount and (z), for any Transaction Document executed in a language other than Spanish to be admissible in evidence in judicial proceedings in a Chilean court or arbitral tribunal, such Transaction Document would first have to be translated into the Spanish language by an expert appointed by the court, unless (i) such Transaction Document has been executed in Spanish by all the parties thereto, or (ii) in the case of arbitration, the corresponding arbitration proceedings permit the submission of documents in English without the corresponding translation.

a.

in the case of Brazil, any final judgment rendered by any U.S. federal or New York state court located in the State of New York must be ratified by the Superior Court

b.

in the case of Mexico, such judgment would be declared enforceable against the Mexican Guarantors in the competent courts of Mexico pursuant to Articles 569 and 571 of the Federal Civil Procedure Code (Código Federal de Procedimientos Civiles) and1347A of the Mexican Commerce Code (Código de Comercio), which provides inter alia, that any judgment rendered outside Mexico may be enforced by Mexican courts; provided that: (i) such judgment is obtained in compliance with the legal requirements of the jurisdiction of the court rendering such judgment and in compliance with all legal requirements of this Agreement, the Indenture and the Securities, as applicable; (ii) such judgment is strictly for the payment of a certain sum of money, and has been rendered in an in personam action as opposed to an in rem action; (iii) the court rendering the judgment, was competent to hear and judge the relevant matter in accordance with accepted principles of international law that are compatible with Mexican law; (iv) service of process was made personally on the Mexican Guarantors, or on their appropriate process agent (it should be noted that service of process by mail does not constitute personal service of process for purposes of Mexican law), as applicable; (v) such judgment does not contravene Mexican law, public policy of Mexico, international treaties or agreements binding upon Mexico or generally accepted principles of international law; (vi) the applicable procedural requirements under the laws of Mexico with respect to the enforcement of foreign judgments (including the issuance of rogatory letters by the competent authority of such jurisdiction requesting enforcement of such judgment and the certification of such judgment as authentic by the corresponding authorities of such jurisdiction in accordance with the laws thereof) are complied with; (vii) such judgment is final in the jurisdiction where obtained and there is no recourse against it; (viii) the courts specified above recognize the principles of reciprocity in connection with the enforcement of Mexican judgments in their jurisdiction; (ix) the action in respect of which the final judgment is rendered is not the subject matter of a lawsuit among the same parties, pending before a Mexican court, or resolved by definite judgment (sentencia definitiva) by a Mexican court that has previously served process (notificado) or delivered a rogatory letter to the competent authorities in accordance with Mexican law; and (x) the judgment fulfills the necessary requirements to be considered authentic; and

c.

in the case of Chile, the courts of Chile would enforce such judgment without any retrial or re-examination of the merits of the original action, under the following circumstances: (a) if at the time of enforcement there is a treaty for the enforcement of foreign judgments between Chile and the country where the judgment was rendered, the provisions of such treaty will be applied; (b) if there is no such treaty, the Chilean courts will enforce the judgment if there is reciprocity as to the enforcement of judgments (i.e., the relevant foreign court would enforce a judgment of a Chilean court under comparable circumstances); (c) if it can be proved that there is no reciprocity, such judgment will not be enforced in Chile; (d) if reciprocity cannot be proved to exist, the judgment will be enforced if it has not been rendered by default within the meaning of Chilean law; and (e) the judgment shall not be contrary to the public policy of Chile and must not affect in any way any property located in Chile. Upon compliance with the above, the courts in the Republic of Chile will enforce a final and conclusive judgment for the payment of money rendered by any U.S. federal or New York state court located in the State

d.

in the case of Colombia, pursuant to Articles 605 and 606 of Law 1564 of 2012 (Código General del Proceso), the courts of Colombia would give effect to and enforce a judgment obtained in a court outside Colombia without re-trial or re-examination of the merits of the case provided (1) that there exists a treaty or convention relating to recognition and enforcement of foreign judgments between Colombia and the country of origin of the judgment or, in the absence of such treaty, that proper evidence is provided to the Supreme Court of Colombia to the effect that the courts of the country of the subject judgment would recognize and enforce Colombian judgments, and (2) the Supreme Court of Colombia, in the exequatur proceeding, must examine whether the following requirements set forth in article 606 of the Código General del Proceso have been fulfilled: (i) that the judgment does not refer to in-rem rights over assets located in Colombia at the time of the commencement of the foreign proceedings; (ii) that, if the judgment was rendered in a contentious matter, the defendant was afforded due service of process in accordance with the laws of the judgment’s country of origin, which shall be presumed if the judgment is executory; (iii) that the judgment is final and executory in accordance with the laws of the country of origin of the judgment, and that a duly authenticated and legalized copy be filed with the plaintiff’s request for exequatur; (iv) that the judgment is not contrary to Colombian public order (mandatory) provisions, except for rules of civil procedure; (v) that the matter of the judgment is not subject to the exclusive jurisdiction of the Colombian courts; (vi) that there are no pending proceedings in Colombia or any final judgments rendered by Colombian courts in connection with the same subject matter and between the same parties; and (vii) in the course of the exequatur proceedings, both the plaintiff and the defendant are allowed the opportunity to request that evidence be collected in connection with the issues listed above; and before the judgment is rendered, each party may file final allegations in support of such party’s position.

any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information; (v) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Prospectus, any Time of Sale Information or any Issuer Free Writing Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Time of Sale Information or any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; (vii) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (viii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Time of Sale Information, Issuer Free Writing Prospectus or the Prospectus, or suspending any such qualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law.









by any of Argentina, Brazil, Chile, Colombia, Mexico or any other jurisdiction (other than the United States, including any state thereof, the district of Columbia and, in each case, any political subdivision thereof) in which the Company or such Guarantors has an office from which payment is made or deemed to be made (each a “Taxing Jurisdiction”), unless the Company or any such Guarantor, as the case may be, is compelled by law to deduct or withhold such taxes, duties or charges.  In that event, the Company or such Guarantor, as the case may be, shall be entitled to make such deduction or withholding and shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction will equal the amounts that would have been received if no withholding or deduction has been made, except to the extent that such taxes, duties or charges (a) were imposed due to some connection of an Underwriter with the Taxing Jurisdiction other than the mere entering into of this Agreement or receipt of payments hereunder or (b) would not have been imposed but for the failure of such Underwriter to comply with any reasonable certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of the Underwriter if such compliance is required or imposed by law as a precondition to an exemption from, or reduction in, such taxes, duties or other charges.  The Company and each of the Guarantors, jointly and severally, further agree to indemnify and hold harmless the Underwriter against any documentary, stamp, sales, transaction or similar issue tax, including any interest and penalties, on the creation, issue and sale of the Securities, and on the execution, delivery, performance and enforcement of the Transaction Documents.




changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries  (other than an announcement with positive implications of a possible upgrading).  At the time of execution and delivery of this Agreement, the Company shall have delivered to the Representatives ratings letters, or evidence thereof, from Moody’s Investors Service Inc., S&P Global Ratings and Fitch, Inc.




Brazilian counsel for the Company and the Guarantors, shall have furnished to the Representatives, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, (iii) Nader, Hayaux y Goebel, Mexican counsel for the Company and the Guarantors, shall have furnished to the Representatives, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, (iv) Claro & Cia, Chilean counsel for the Company and the Chilean Guarantor, shall have furnished to the Representatives, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, and (v) Brigard & Urrutia Abogados S.A.S., Colombian counsel for the Company and the Guarantors, shall have furnished to the Representatives, at the request of the Company, its written opinion, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.









Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Information, any Issuer Free Writing Prospectus, road show or the Prospectus or any amendment or supplement thereto, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Registration Statement, Time of Sale Information and the Prospectus: the names and corresponding share amounts set forth in the table of Underwriters in the first paragraph of text, the fourth and sixth paragraphs of text and the paragraphs of text under the sub-headings “Price Stabilization and Short Positions” and “Other Relationships” (aside from the first, second and last paragraphs of such “Other Relationships” sub-heading), each under the caption “Underwriters” in the Time of Sale Information and the Prospectus.
party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.





Information and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information and the Prospectus that effects any such changes.  As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase.



fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with any required review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, (v) all costs and expenses incident to listing the Securities on the Nasdaq Bond Exchange and other national securities exchanges and foreign stock exchanges, (vi) the costs and charges of any trustee and such trustee’s counsel and the approval of the Securities for book-entry transfer by DTC, (vii) the costs and expenses of the Company relating to investor presentations on any road show undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company and travel and lodging expenses of the representatives and officers of the Company and any such consultants, (viii) the document production charges and expenses associated with printing the Transaction Documents, (ix) any fees charged by rating agencies for rating the Securities and (x) all other costs and expenses incident to the performance of the obligations of the Company. It is understood, however, that except as provided in this Section, Section 7 entitled “Indemnity and Contribution” and the last paragraph of Section 10 above, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.








Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven years from the date of this Agreement.  The Company and each of the Guarantors further agree, to the fullest extent permitted by applicable law, that the mailing by certified or registered mail, return receipt requested, of any process required by any Specified Court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by law. For purposes of the foregoing, each of the Mexican Guarantors hereby agrees to grant to the Process Agent, before a Mexican notary public, an irrevocable power of attorney for lawsuits and collections (pleitos y cobranzas) governed by the laws of Mexico, and the parties hereby agree that such power of attorney shall be irrevocable for the purpose of service of process in any such suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby. Each Mexican Guarantor hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as agent for service of process, and such Guarantor agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process upon each of the Mexican Guarantors.

	Very truly yours,
	MERCADOLIBRE, INC.
	By	/s/ Pedro Arnt
		Name: Pedro Arnt
		Title: Attorney-in-fact
	MERCADOLIBRE S.R.L.
	By	/s/ Pedro Arnt
		Name: Pedro Arnt
		Title: Attorney-in-fact
	IBAZAR.COM ATIVIDADES DE INTERNET LTDA.
	By	/s/ Pedro Arnt
		Name: Pedro Arnt
		Title: Attorney-in-fact
	EBAZAR.COM.BR LTDA.
	By	/s/ Pedro Arnt
		Name: Pedro Arnt
		Title: Attorney-in-fact
	MERCADO ENVIOS SERVIÇOS DE LOGISTICA LTDA.
	By	/s/ Pedro Arnt
		Name: Pedro Arnt
		Title: Attorney-in-fact

	MERCADOPAGO.COM REPRESENTAÇÕES LTDA.
	By	/s/ Pedro Arnt
		Name: Pedro Arnt
		Title: Attorney-in-fact
	MERCADOLIBRE CHILE LTDA.
	By	/s/ Pedro Arnt
		Name: Pedro Arnt
		Title: Attorney-in-fact
	MERCADOLIBRE, S. DE R.L. DE C.V.
	By	/s/ Pedro Arnt
		Name: Pedro Arnt
		Title: Attorney-in-fact
	DEREMATE.COM DE MÉXICO, S. DE R.L. DE C.V.
	By	/s/ Pedro Arnt
		Name: Pedro Arnt
		Title: Attorney-in-fact
	MERCADOLIBRE COLOMBIA LTDA.
	By	/s/ Pedro Arnt
		Name: Pedro Arnt
		Title: Attorney-in-fact

By:	BNP PARIBAS SECURITIES CORP.
By:	/s/ Andre Silva
	Name: Andre Silva - Managing Director
	Title: Head of Latam Debt Capital Markets

By:	BOFA SECURITIES, INC.
By:	/s/ Carlos Ivan Lopez
	Name: Carlos Ivan Lopez
	Title: Managing Director

By:	CITIGROUP GLOBAL MARKETS INC
By:	/s/ Adam D. Bordner
	Name: Adam D. Bordner
	Title: Director

By:	GOLDMAN SACHS & CO. LLC
By:	/s/ Mateo Ugas
	Name: Mateo Ugas
	Title: Managing Director

By:	J.P. MORGAN SECURITIES LLC
By:	/s/ Ana Silva-Klarish
	Name: Ana Silva-Klarish
	Title: Executive Director

Underwriter		Principal Amount of 2026 Sustainability Notes				Principal Amount of 2031 Notes
BNP Paribas Securities Corp.		$	80,000,000			$	140,000,000
BofA Securities, Inc.		$	80,000,000			$	140,000,000
Citigroup Global Markets Inc.		$	80,000,000			$	140,000,000
Goldman Sachs & Co. LLC		$	80,000,000			$	140,000,000
J.P. Morgan Securities LLC		$	80,000,000			$	140,000,000
Total		$	400,000,000			$	700,000,000

1.

MercadoLibre S.R.L., a limited liability company (sociedad de responsabilidad limitada) organized under the laws of Argentina.

2.

Ibazar.com Atividades de Internet Ltda., a limited liability company (sociedade limitada), organized under the laws of Brazil.

3.

eBazar.com.br Ltda., a limited liability company (sociedade limitada), organized under the laws of Brazil.

4.

Mercado Envios Serviços de Logistica Ltda., a limited liability company (sociedade limitada), organized under the laws of Brazil.

5.

MercadoPago.com Representações Ltda., a limited liability company (sociedade limitada), organized under the laws of Brazil.

6.

MercadoLibre Chile Ltda., a limited liability partnership (sociedad de responsabilidad limitada), organized under the laws of Chile.

7.

MercadoLibre, S. de R.L. de C.V., a limited liability company (sociedad de responsabilidad limitada de capital variable) organized under the laws of Mexico.

8.

DeRemate.com de Mexico S. de R.L. de C.V. a limited liability company (sociedad de responsabilidad limitada de capital variable) organized under the laws of Mexico.

9.

MercadoLibre Colombia Ltda., a limited liability company (sociedad de responsabilidad limitada), organized under the laws of Colombia.

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Pricing Term Sheet, dated January 7, 2021, substantially in the form of Annex B.