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Stock Purchase Agreement

STOCK PURCHASE AGREEMENT

MIH (UBC) HOLDINGS BV

GIANCARLO FRANCESCO CIVITA,

ROBERTA ANAMARIA CIVITA

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this Agreement) dated May 5, 2006 between, on one side, MIH (UBC) Holdings BV, a company organized under the laws of the Netherlands, with head offices at 13-15 Jupiterstraat, HC 2132 Hoofddorp, the Netherlands, herein represented in accordance with its corporate documents (MIH or the Buyer), and, in the other side, Mr. Roberto Civita, Brazilian citizen, married, publisher, bearer of the Identity Card RG No. 1.666.785, enrolled with the Individual Taxpayers Registry (CPF/MF) under No. 006.890.178-04, resident and domiciled in the City of So Paulo, State of So Paulo, with offices at Av. das Naes Unidas, 7221, 24^th floor, Mr. Giancarlo Francesco Civita, Brazilian citizen, married, bachelor in social communication, bearer of the Identity Card RG No. 6.167.806-5, enrolled with the Individual Taxpayers Registry (CPF/MF) under No. 040.666.108-11, resident and domiciled in the City of So Paulo, State of So Paulo, with offices at Av. das Naes Unidas, 7221, 24^th floor, Mr. Victor Civita, Brazilian citizen, married, producer, bearer of the Identity Card RG No. 6.166.935-0, enrolled with the Individual Taxpayers Registry (CPF/MF) under No. 040.666.138-37, resident and domiciled in the City of So Paulo, State of So Paulo, with offices at Av. das Naes Unidas, 7221, 24^th floor and Mrs. Roberta Anamaria Civita, Brazilian citizen, married, psychologist, bearer of the Identity Card RG No. 6.167.088, enrolled with the Individual Taxpayers Registry (CPF/MF) under No. 040.666.168-52, resident and domiciled in the City of So Paulo, State of So Paulo, with offices at Av. das Naes Unidas, 7221, 24^th floor (Mr. Roberto Civita, Mr. Giancarlo F. Civita, Mr. Victor Civita, and Mrs. Roberta A. Civita shall be jointly referred as Sellers").

W I T N E S S E T H :

WHEREAS, the Sellers are the legal holder and registered owner of shares of common stock and shares of preferred stock of Abril S.A., a company (sociedade por aes) organized under the laws of the Federative Republic of Brazil, with head offices in the City of So Paulo, State of So Paulo, at Av. das Naes Unidas, 7221, 25^th floor, Sector A, enrolled with the Legal Entities Taxpayers Registry (CNPJ/MF) under No. 03.788.716/0001-93 (the Company);

WHEREAS, MIH desires to acquire an equity stake of 30% of the Companys total capital stock, through a combination of subscription of newly issued shares of common stock and shares of preferred stock and the purchase of shares of common stock and shares of preferred stock from the Sellers and Capital International (as defined below), as a result of which MIH will hold 30% and 30% of the total issued and outstanding shares of common stock and preferred stock of the Company, respectively;

WHEREAS, on the date hereof, MIH and the Company are entering into a subscription agreement for the subscription, by MIH, of shares of common stock and shares of preferred stock of the Company on the date hereof;

WHEREAS, on the date hereof, MIH and Capital International are entering into a stock purchase agreement for the purchase and sale 1,533,134 of shares of common stock and 1,533,133 shares of preferred stock of the Company on the date hereof, held by Capital International, representing 13.80% and 13.80% of the total issued and outstanding shares of common stock and preferred stock, respectively; and

WHEREAS, MIH hereby agrees to purchase from the Sellers and the Sellers agree to sell and transfer to MIH, on the date hereof, 1,316,246 shares of preferred stock of the Company, representing 11.80% of the total issued and outstanding shares of preferred stock, respectively, on a fully diluted basis, for the aggregate purchase price set forth below and upon other terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows:

Affiliate means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person;

Agreement means this Stock Purchase Agreement and the Schedules and Exhibits attached hereto;

Brazilian Corporation Law means Law No. 6,404/76, as amended;

Brazilian GAAP means generally accepted accounting principles in Brazil;

Business Day means any day other than a Saturday, Sunday, or other day on which commercial banks in the City of So Paulo, State of So Paulo are authorized or required by law to close;

Buyer means MIH (UBC) Holdings BV;

Capital International means Brazil April LLC and Brazil May LLC;

CI Acquisition Shares means 1,533,134 shares of common stock and 1,533,133 shares of preferred stock of the Company, representing 13.80% and 13.80% of the total issued and outstanding shares of common stock and preferred stock, respectively, owned by Capital International;

CIESP means Centro das Indstrias do Estado de So Paulo - CIESP;

CI Stock Purchase Agreement means the stock purchase agreement, dated the date hereof, between MIH and Capital International, for the purchase, by MIH, of the CI Acquisition Shares;

Claim has the meaning set forth in Section 8.04 of this Agreement;

Closing has the meaning set forth in Section 7.01 of this Agreement;

Closing Date has the meaning set forth in Section 7.01 of this Agreement;

Company means Abril S.A.;

Confidential Information has the meaning set forth in Section 5.03 of this Agreement;

Control (including the terms Controls, Controlled by and under common Control with) means, with respect to any Person or group of Persons (the Controlling Person(s)), (i) the holding of shares representing more than 50% (fifty percent) of all the voting shares of another Person or (ii) the ability to appoint the majority of the members of the board of directors or other governing body of such other Person;

Governmental Authority means any government, governmental entity, regulatory authority, department, commission, board, agency or instrumentality, any recognized stock exchange and any court, arbitrator, tribunal, whether foreign or domestic, with jurisdiction over the Parties;

Indemnified Parties has the meaning set forth in Section 8.01 of this Agreement;

Lien means any mortgage, lien, pledge, charge, security interest, encumbrance, objections, rights of first refusal, options or other restriction of any kind, or any other right in favour of or claims by, any third party of whatsoever nature;

Losses has the meaning set forth in Section 8.01 of this Agreement;

MIH means MIH (UBC) Holdings BV;

Parties means MIH and the Sellers; and Party means any of them;

Person means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof;