Common use of Committees Clause in Contracts

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit CommitteeThe Company and the Stockholders agree that, so long as any shares of Class B-Series 3 Common Stock are issued and outstanding, (bi) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees the New Member Director and the Compensation Committees New Member Representative shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by have visitation rights at meetings of all significant internal operating committees of the Board of Directors, being three if any, and (3ii) appointed the New Member Director shall be a member of any technical, compensation or audit committee, if any, of the Board of Directors or any other committee designated by VBCthe Board of Directors with the power to negotiate any Consultation Event. In the event no audit committee of the Board of Directors has been established, two (2) by 521 the New Member Director shall have the right to attend, so long as any shares of Class B-Series 3 Common Stock of the Company are issued and one (1) by BONAIREoutstanding, all meetings involving the auditor's review of the Company's financial condition and shall have the right to review and discuss such auditor's reports with such auditor. The other Committees New Member Director and the New Member Representative shall also, so long as any shares of Class B-Series 3 Common Stock of the Company are issued and outstanding, have visitation rights with respect to each committee of the Board of Directors which is established of which the New Member Director is not a member and shall receive no less than 48 hours prior written notice of each meeting of any such committee. If, during the course of the meeting of any such committee, the New Member Director shall determine that the matter being considered should be comprised considered by four the full Board of Directors, such committee shall thereupon cease its consideration of such matter and such matter shall thereupon be referred back to the full Board of Directors. This Section 10(a) shall terminate, and New Member shall have no further rights under such Section, upon New Member's delivery of, or failure to deliver, the notice required by Section 15. (4b) membersThe Company and the Stockholders agree that, appointed by so long as any shares of Class B-Series 2 Common Stock are issued and outstanding, (i) the Telcom Director and the Telcom Representative shall have visitation rights at meetings of all significant internal operating committees of the Board of Directors, being two if any, and (2ii) appointed by VBCthe Telcom Director shall be a member of any technical, one (1) by 521 and one (1) by BONAIRE. Only the Members compensation or audit committee, if any, of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the Directors or any other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved committee designated by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating Directors with the internal audit procedures, appointing independent auditors when necessary and submitting power to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARESnegotiate any Consultation Event. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of event no audit committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors has been established, the Telcom Director shall have the right to attend, so long as any shares of Class B-Series 2 Common Stock of the Company are issued and outstanding, all meetings involving the auditor's review of the Company's financial condition and shall have the right to review and discuss such auditor's reports with such auditor. The Telcom Director and the Telcom Representative shall also, so long as any shares of Class B-Series 2 Common Stock of the Company are issued and outstanding, have visitation rights with respect to each committee of the Board of Directors which is established of which the Telcom Director is not a member and shall receive no less than 48 hours prior written notice of each meeting of any such committee. If, during the course of the meeting of any such committee, the Telcom Director shall determine that the matter being considered should be considered by the full Board of Directors, such committee shall thereupon cease its consideration of such matter and such matter shall thereupon be referred back to the full Board of Directors.

Committees. The Board of DirectorsTrustees may by resolution passed by a majority of the entire Board (1) appoint from among its members an Executive Committee and (2) appoint other committees composed of two or more Trustees officers, or others as the Trustee shall determine, and may delegate to such committees, in the resolutions covering the activities both intervals between meetings of the COMPANY Board of Trustees, any or all of the powers of the Board of Trustees in the management of the business and its SUBSIDIARIES affairs of the Trust. The powers conferred upon each committee shall be determined by resolution of the Trustees. The Board may abolish a committee at any time and shall have the power to rescind any action of any committee, but no such rescission shall have retroactive effect. The Board shall have the power to fill vacancies in the committees and may designate one or ASSOCIATED COMPANIESmore Trustees or other persons as alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the Board, shall be assisted by 5 Committeeshave the authority of the Board, as followsexcept with respect to: (a) Audit Committee, the approval of any action which under the Declaration of Trust or applicable law also requires Shareholders’ approval or requires approval by a majority of the entire Board or certain members of the Board; (b) Compensation Committee. the filling of vacancies on the Board or on any committee; however, a committee comprised of Disinterested Trustees may select and nominate other Persons who are not “interested persons” as defined in the 1940 Act to serve as a Trustee; (c) Works Committee, the fixing of compensation of the Trustees for serving on the Board or on any committee; (d) Financial Services Committee and the amendment or repeal of the Declaration of Trust or of these By-Laws or the adoption of a new Declaration of Trust or new By-Laws; or (e) Purchase the amendment or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest repeal of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directorswhich by its express terms is not so amendable or repealable.

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4).) .. 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The In accordance with PubCo’s Organizational Documents, (i) the Board of Directors, in the resolutions covering the activities both shall establish and maintain committees of the COMPANY Board for (x) Audit, (y) Compensation and its SUBSIDIARIES or ASSOCIATED COMPANIES(z) Nominating and Corporate Governance, and (ii) the Board may from time to time by resolution establish and maintain other committees of the Board. Subject to applicable Laws and stock exchange rules, and subject to requisite independence requirements applicable to such committee (determined after giving effect to Section 2.1(h)), Apax shall have the right, and PubCo shall take all Necessary Action and shall procure that the Board shall take all Necessary Action, to have a number of the members of each such committee consist of a proportional number of members of each such committee (rounded up) as relates to the proportion of the Board designated by Apax. For as long as such individual serves on the Board and is eligible to serve on such committee, (x) Xxxxxxx xx Xxxx shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) entitled to serve on the Compensation Committee. (c) Works Committee, (d) Financial Services Committee and the Nominating and Corporate Governance Committee and (ey) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees Xxxxx Xxx shall be permanent and the other Committees shall only be called when it is necessary entitled to analyze and manifest opinion serve on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 Audit Committee as Chairman. The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed required to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing consult with the Chief Executive Officer and from time to time on matters relating to remuneration of employees, other than the process remuneration of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing including without limitation discussing with and considering in good faith the compensation level for the main officers and the profit sharing bonus amounts as a consequence recommendations of the performance appraisal; c) The Works Chief Executive Officer prior to commencement of any consideration of any such remuneration, and keeping the Chief Executive Officer reasonably apprised of the status of the Compensation Committee’s deliberations, it being agreed that the Compensation Committee shall be responsible for evaluating consider the supplier selection process for construction work and assembly Chief Executive Officer’s recommendations in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditionsgood faith. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) The Company shall establish and maintain an audit committee of the Board (the “Audit Committee”), a compensation committee of the Board (the “Compensation Committee”), a nominating and corporate governance committee of the Board (the “Nominating and Governance Committee”), and such other committees of the Board as the Board deems appropriate from time to time as provided in the Bylaws. The committees shall have such customary duties and responsibilities as set forth in the charters for such committees, subject to the provisions of this Agreement and applicable laws and stock exchange regulations. (b) Subject to applicable laws and stock exchange regulations: (i) until the later of (x) the second anniversary of the Merger Closing Date and (y) the date on which the Sponsor Stockholder Percentage ceases to be at least 25.1%, (A) the number of directors on each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee shall be four, (B) two Specified Directors who qualify as Independent Directors shall be appointed to serve on the Audit Committee, (bC) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and two Specified Directors shall be appointed to serve on the Compensation Committees shall be permanent and Committee (and, until the other Committees shall only be called when it is necessary to analyze and manifest opinion on second anniversary of the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Merger Closing Date, the chair of the Compensation Committee shall be comprised by six any one of such Specified Directors who is willing and qualified under applicable law and stock exchange regulations), (6D) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees Specified Directors shall be comprised by four appointed to serve on the Nominating and Governance Committee and (4E) members, at least 50% of the directors appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members to serve on any committee of the Board may (other than any committee formed to evaluate any transaction between Sponsor Stockholder, any Sponsor or any of their respective Affiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand) shall be Specified Directors, in each case except to the extent there is an insufficient number of Specified Directors who are willing and qualified under applicable law and stock exchange regulations to serve on any such committees; (ii) thereafter, until the Fallaway Date, with respect to each committee of the Board (other than any committee formed to evaluate any transaction between Sponsor Stockholder, any Sponsor or any of their respective Affiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand), for so long as at least one Specified Director is eligible to serve on such committee pursuant to applicable law and stock exchange regulations, at least one Specified Director shall be appointed to serve on such committee, in each case except to the extent there is an insufficient number of Specified Directors who are willing and qualified under applicable law and stock exchange regulations to serve on any such committees; and (iii) until the second anniversary of the Merger Closing Date, (A) two Xxxxxx Designated Directors who qualify as Independent Directors shall be appointed to serve on the Audit Committee (and, until the second anniversary of the Merger Closing Date, the chair of the Audit Committee shall be any one of such Xxxxxx Designated Directors who is willing and qualified under applicable law and stock exchange regulations), (B) two Xxxxxx Designated Directors shall be appointed to serve on the Compensation Committee, being (C) two Xxxxxx Designated Directors shall be appointed to serve on the appointment Nominating and Governance Committee, (D) at least 50% of non Members the directors appointed to serve on any committee of the Board acceptable as members shall be Xxxxxx Designated Directors and (E) the Lead Independent Director or the chair of the other Committees. 8.9.3 The Audit Nominating and Compensation Committees may Governance Committee (but not both) will be assisteda Xxxxxx Designated Director, in each case except to the exercise extent there is an insufficient number of their tasks, by professionals, whether they Xxxxxx Designated Directors who are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined willing and ruled by the internal qualified under applicable law and stock exchange regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion serve on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditionsany such committees. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. 1. There shall be the following Standing Committees which shall operate under the guidance of the Council: (i) Committee on Market Access; (ii) Committee on Trade in Services and Investment; (iii) Committee on Anti-Competitive Business Practices; (iv) Any other Committee which may be established by the Council pursuant to Article I.07.2(a). 2. Each Committee referred to in paragraph 1 shall, inter alia, have the following functions: (i) monitor the implementation of the provisions of the Agreement, Annex or Appendix within its area of competence; (ii) consider all matters relating to the subject area within its competence, including such matters as may be referred to it by the Parties; (iii) consult on issues of mutual concern relating to its subject area which arise in international fora; (iv) facilitate information exchange among the Parties; (v) Create working groups or convene expert panels on topics of mutual interest relating to its subject area; (vi) any other function assigned to it by the Council. 3. Each Committee shall meet as may be agreed by its members and shall regulate its own proceedings. Annex I.06.9 Implementation of the Modifications Approved by the Joint Council The Board Parties shall implement the decisions of Directorsthe Council to which Article 1.06.9 refers, in accordance with the resolutions covering following procedures: (a) in the activities both case of Costa Rica, decisions of the COMPANY Council shall be equivalent to the instrument referred to in Article 121.4 third paragraph of the Political Constitution of the Republic of Costa Rica; and (b) in the case of CARICOM, in accordance with the necessary parliamentary approval. Annex I.07.2(f) Remuneration and its SUBSIDIARIES or ASSOCIATED COMPANIESPayment of Expenses 1. The Council Shall establish the levels of remuneration and expenses that will be paid to the panelists, experts and their aides. 2. The remuneration of panelists, experts and their aides, their travel and accommodation expenses, and all approved general expenses, shall be assisted borne equally by 5 Committeesthe Parties, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committeeunless otherwise agreed by consensus by the Parties. 8.9.1 The Audit Committees 3. Each panelist, expert and the Compensation Committees their aides, shall be permanent keep a record and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise render a final account of their taskstime and approved expenses, by professionals, whether and they are or not employees shall keep a record and render a final account of COMPANYall approved general expenses. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The (i) In accordance with the Company’s certificate of incorporation and bylaws, (A) the Board of Directors, in Directors shall establish at the resolutions covering the activities both Closing (if not already established at such time) and maintain an audit committee of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: Board of Directors (a) the “Audit Committee”), the Nominating Committee and a compensation committee of the Board of Directors (b) the “Compensation Committee. ”), each consisting of three (c3) Works Committeeindividuals, (d) Financial Services Committee and (eB) Purchase or Sale the Board of Components Committee. 8.9.1 The Audit Committees Directors may from time to time by resolution establish and the Compensation Committees shall be permanent and the maintain other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by committees of the Board of Directors. Subject to applicable laws and stock exchange regulations, being three and subject to requisite independence requirements applicable to such committees, the PG Stockholders shall have the right to have (3I) appointed by VBC, two (2) by 521 PG Directors appointed to serve on the Nominating Committee, (II) one (1) PG Director appointed to serve on each of the Compensation Committee and Audit Committee and (III) one (1) PG Director to serve on each other committee of the Board of Directors. In furtherance of the foregoing, the Company agrees to take all Necessary Action to have two (2) PG Directors appointed to serve on the Nominating Committee and one (1) PG Director designated by BONAIRE. The the PG Stockholders appointed to serve on each of the Compensation Committee, the Audit Committee and each other Committees shall be comprised by four (4) members, appointed by committee of the Board of DirectorsDirectors (to the extent not prohibited by applicable Law or applicable stock exchange regulations). (ii) At the Closing, being (A) Xxxxxxxx Xxxxxxx and Xxxxxxxxx Deputy shall be deemed to have been designated by the PG Stockholders to serve on the Nominating Committee, (B) Xxxx Xxxxxxxx shall be deemed to have been designated by the PG Stockholders to serve on the Compensation Committee and (C) Xxxxxxx Xxxxx shall be deemed to have been designated by the PG Stockholders to serve on the Audit Committee. (iii) The number of PG Directors that the PG Stockholders are entitled to have appointed to the Nominating Committee, the Compensation Committee, the Audit Committee and each other committee of the Board of Directors pursuant to Section 3.1(e)(i) shall be decreased to the extent that the number of directors that the PG Stockholders are entitled to designate for election to the Board of Directors is decreased to less than two (2) appointed by VBCPG Stockholders’ Designees pursuant Section 3.1(b), such that if the PG Stockholders cease to have the right to designate two (2) directors but retain the right to designate one (1) by 521 and director for election to the Board of Directors pursuant to Section 3.1(b), then the PG Stockholders shall have the right to have one (1) by BONAIRE. Only the Members PG Director appointed to each of the Board may be appointed to Nominating Committee, the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of each other committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of DirectorsDirectors pursuant to Section 3.1(e)(i), and if the PG Stockholders cease to have the right to designate at least one (1) director for election to the Board of Directors pursuant to Section 3.1(b), then the PG Stockholders shall cease to have the right to have an individual appointed to the Nominating Committee, the Compensation Committee, the Audit Committee or any other committee of the Board of Directors pursuant to Section 3.1(e)(i).

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) From and after the Closing Date, the Company shall cause the Board to establish and maintain the following committees of the Board: (i) an audit committee (the “Audit Committee”), which shall review and approve the audited and unaudited financial statements and monthly management accounts of the Group, and have such other powers and authority as the Board may provide by resolution; (ii) a remuneration committee (the “Remuneration Committee”), which shall (i) review and approve the compensation of the executive officers of the Group and such other employees of the Group as are assigned thereto by the Board, (ii) administer any incentive compensation plans of the Group approved by the Board and (iii) have such other powers and authority as the Board may provide by resolution; (iii) a nomination committee (the “Nomination Committee”), which shall (i) develop the criteria and qualifications for membership on the Board, (ii) subject to the terms of this Agreement, recruit, review, nominate and recommend candidates for election to the Board or to fill vacancies on the Board, (iii) review candidates proposed by shareholders and conduct appropriate inquiries into the background and qualifications of any such candidates and (iv) have such other powers and authority as the Board may provide by resolution; (iv) a finance and operations committee (the “Finance and Operations Committee”), which shall have such other powers and authority as the Board may provide by resolution. (b) Compensation Committee. The Company shall cause: (ci) Works Committee, (d) Financial Services the Audit Committee and (e) Purchase or Sale to consist of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBCIndependent Directors; (ii) subject to Section 4.1, two the Remuneration Committee to consist of (2A) by 521 and one (1) by BONAIRE. The other Committees Independent Director (who shall be comprised by four the chairman of the Remuneration Committee), (4B) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 Nominee Director of an Investor that has a Director Appointment Right and (C) the Founder Director; (iii) subject to Section 4.1, the Nomination Committee to consist of (A) one (1) by BONAIRE. Only Independent Director (who shall be the Members chairman of the Board may Nomination Committee), (B) one (1) Nominee Director of an Investor that has a Director Appointment Right and (C) the Founder Director; and (iv) subject to Section 4.1, the Finance and Operations Committee to consist of (A) one (1) Independent Director, (B) one (1) Nominee Director of each Significant Investor and (C) the Founder Director. (c) Unless already serving as a member of the applicable committee, upon the request of a Significant Investor, the Company shall cause the Nominee Director of such Significant Investor to be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of an observer on each of the Committees shall be defined and ruled by Audit Committee, the internal regulations to be approved by Remuneration Committee, the Board of Directors, being it hereby defined that: a) The Audit Nomination Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers Finance and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditionsOperations Committee. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board of DirectorsDirectors shall have the following committees, in the resolutions covering the activities both specific authority and members of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, which shall be assisted as designated herein or by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors. (a) An Independent Committee, which shall consist solely of Independent Directors and which shall have the authority to approve the actions of the Board of Directors requiring approval by Independent Directors under applicable law. (b) An Audit Committee, which will consist solely of Independent Directors and which shall make recommendations concerning the engagement of independent public accountants, review with the independent public accountants the plans and results of the audit engagement, approve professional services provided by the independent public accountants, review the independence of the independent public accountants, consider the range of audit and non-audit fees and review the adequacy of the Corporation's initial accounting controls. (c) A Compensation Committee, which shall determine compensation for the Corporation's executive officers and administer any stock incentive plans adopted by the Corporation. (d) Until the Termination Date (as defined below), there shall be an Investment Committee, a simple majority of which shall be comprised of all the Series B Preferred Stock Directors (as defined in the Series B Preferred Stock Articles Supplementary). The Investment Committee is hereby expressly delegated the exclusive power of the Board of Directors to: (i) authorize and approve any incurrence, amendment, modification or waiver of indebtedness for borrowed money (including, but not limited to, the refinancing, repurchase or repayment of existing indebtedness); (ii) approve capital expenditures (iii) approve acquisitions and business expansions (not subject to stockholder approval) including, but not limited to, approving new management agreements or leases for facilities, and (iv) notwithstanding any other provision of these Bylaws to the contrary, designate the Chief Executive Officer and Chief Financial Officer. In addition, without the affirmative vote of the Investment Committee, the Board of Directors shall not: (i) authorize the declaration of common

Committees. (a) The Corporation shall have four standing committees: the executive committee, the nominating and directors committee, the audit committee and the compensation committee (the "Standing Committees"). The executive committee shall have those powers and authority as are delegated to it from time to time by a resolution passed by a three-quarters vote of the entire Board of Directors. (b) The nominating and directors committee shall have the following exclusive powers and authority: (i) evaluating and recommending director candidates to the Board of Directors, in (ii) assessing Board of Directors performance not less frequently than every three years, (iii) recommending director compensation and benefits philosophy for the resolutions covering Corporation, (iv) reviewing individual director performance as issues arise and (v) periodically reviewing the activities both Corporation's corporate governance profile. None of the COMPANY members of the nominating and its SUBSIDIARIES or ASSOCIATED COMPANIES, directors committee shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. a member of the executive committee or an officer or full-time employee of the Corporation or of any subsidiary or affiliate of the Corporation. (c) Works CommitteeThe audit committee shall have the following powers and authority: (i) employing independent public accountants, subject to stockholder ratification at each annual meeting, to audit the books of account, accounting procedures, and financial statements of the Corporation and to perform such other duties from time to time as the audit committee may prescribe, (ii) receiving the reports and comments of the Corporation's internal auditors and of the independent public accountants employed by the committee and to take such action with respect thereto as may seem appropriate, (iii) requesting the Corporation's consolidated subsidiary and affiliated companies to employ independent public accountants to audit their respective books of account, accounting procedures, and financial statements, (iv) requesting the independent public accountants to furnish to the compensation committee the certifications required under any present or future stock option, incentive compensation or employee benefit plan of the Corporation, (v) reviewing the adequacy of internal financial controls, (vi) approving the accounting principles employed in financial reporting, (vii) approving the appointment or removal of the Corporation's general auditor, and (viii) reviewing the accounting principles employed in financial reporting. None of the members of the audit committee shall be a member of the executive committee or an officer or full-time employee of the Corporation or of any subsidiary or affiliate of the Corporation. (d) Financial Services Committee The compensation committee shall have the following powers and authority: (ei) Purchase determining and fixing the salaries payable to all principal officers, as well as all employees of the Corporation compensated at a rate in excess of such amount per annum as may be fixed or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary determined from time to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed time by the Board of Directors, being three (3ii) appointed performing the duties of the committees of the Board of Directors provided for in any present or future stock option, incentive compensation or employee benefit plan of the Corporation and (iii) reviewing the operations of and policies pertaining to any present or future stock option, incentive compensation or employee benefit plan of the Corporation and recommending to the Board of Directors any amendments or changes which may be required by VBC, two (2) by 521 and one (1) by BONAIREany such plan. The other Committees None of the members of the compensation committee shall be comprised a member of the executive committee or an officer or full-time employee of the Corporation or of any subsidiary or affiliate of the Corporation. (e) In addition, the Board of Directors may, by four resolution passed by a three-quarters vote of the entire Board of Directors, designate one or more additional committees, with each such committee consisting of one or more of the directors of the Corporation. (4f) members, appointed Any modification to the powers and/or authority of any committee shall require the adoption of a resolution by a three-quarters vote of the entire Board of Directors. (g) All acts done by any committee within the scope of its powers and duties pursuant to these Amended and Restated By-Laws and the resolutions adopted by the Board of DirectorsDirectors in accordance with the terms hereof shall be deemed to be, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committeecertified as being, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are done or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined conferred under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution authority of the Board of Directors. The Secretary or any Assistant Secretary is empowered to certify that any resolution duly adopted by any such committee is binding upon the Corporation and to execute and deliver such certifications from time to time as may be necessary or proper to the conduct of the business of the Corporation. (2) Section 10 of Article III of such By-laws shall read in its entirety as follows:

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) From and after the Closing Date, the Company shall cause the Board to establish and maintain the following committees of the Board: (i) an audit committee (the “Audit Committee”), which shall review and approve the audited and unaudited financial statements and monthly management accounts of the Group, and have such other powers and authority as the Board may provide by resolution; (ii) a remuneration committee (the “Remuneration Committee”), which shall (i) review and approve the compensation of the executive officers of the Group and such other employees of the Group as are assigned thereto by the Board, (ii) administer any incentive compensation plans of the Group approved by the Board and (iii) have such other powers and authority as the Board may provide by resolution; (iii) a nomination committee (the “Nomination Committee”), which shall (i) develop the criteria and qualifications for membership on the Board, (ii) subject to the terms of this Agreement, recruit, review, nominate and recommend candidates for election to the Board or to fill vacancies on the Board, (iii) review candidates proposed by shareholders and conduct appropriate inquiries into the background and qualifications of any such candidates and (iv) have such other powers and authority as the Board may provide by resolution; (iv) a finance and operations committee (the “Finance and Operations Committee”), which shall have such other powers and authority as the Board may provide by resolution. (b) Compensation Committee. The Company shall cause: (ci) Works Committee, (d) Financial Services the Audit Committee and (e) Purchase or Sale to consist of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBCIndependent Directors; (ii) subject to Section 4.1, two the Remuneration Committee to consist of (2A) by 521 and one (1) by BONAIRE. The other Committees Independent Director (who shall be comprised by four the chairman of the Remuneration Committee), (4B) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 Nominee Director of an Investor that has a Director Nomination Right and (C) the Founder Director; (iii) subject to Section 4.1, the Nomination Committee to consist of (A) one (1) by BONAIRE. Only Independent Director (who shall be the Members chairman of the Board may Nomination Committee), (B) one (1) Nominee Director of an Investor that has a Director Nomination Right and (C) the Founder Director; and (iv) subject to Section 4.1, the Finance and Operations Committee to consist of (A) one (1) Independent Director, (B) one (1) Nominee Director of each Significant Investor and (C) the Founder Director. (c) Unless already serving as a member of the applicable committee, upon the request of a Significant Investor, the Company shall cause the Nominee Director of such Significant Investor to be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of an observer on each of the Committees shall be defined and ruled by Audit Committee, the internal regulations to be approved by Remuneration Committee, the Board of Directors, being it hereby defined that: a) The Audit Nomination Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer)Finance and Operations Committee, recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee who shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall all rights and privileges of a member of such committee, except (i) the right to vote in meetings of such committee and (ii) to be adapted to reflect such change, remaining, however, unchanged the number of committee members considered for purposes of the PARTY whose relative interest in the total BOUND SHARES was not amendedcalculation of a quorum. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board By resolution adopted by a majority of Directorsall the directors in office when the action is taken, in the resolutions covering the activities both board of the COMPANY and directors may designate from among its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 members an executive committee and one (1) by BONAIRE. The or more other Committees shall be comprised by four (4) memberscommittees, appointed by the Board of Directors, being two (2) appointed by VBC, and appoint one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as or more members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, board of directors to serve on them. To the extent provided in the exercise of their tasksresolution, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing each committee shall have all the authority of the matters board of directors, except that no such committee shall have the authority to be submitted (i) authorize distributions, (ii) approve or propose to prior analysis of each of the Committees shall be defined and ruled shareholders actions or proposals required by the internal regulations Nevada Business Corporation Act to be approved by shareholders, (iii) fill vacancies on the Board board of Directorsdirectors or any committee thereof, being it hereby defined that: a(iv) amend articles of incorporation, (v) adopt, amend or repeal the bylaws, (vi) approve a plan of merger not requiring shareholder approval, (vii) authorize or approve the reacquisition of shares unless pursuant to a formula or method prescribed by the board of directors, or (viii) authorize or approve the issuance or sale of shares, or contract for the sale of shares or determine the designations and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or officer to do so within limits specifically prescribed by the board of directors. The Audit Committee committee shall be responsible then have full power within the limits set by the board of directors to adopt any final resolution setting forth all preferences, limitations and relative rights of such class or series and to authorize an amendment of the articles of incorporation stating the preferences, limitations and relative rights of a class or series for coordinating filing with the internal audit proceduresSecretary of State under the Nevada Business Corporation Act. Sections 4, appointing independent auditors when necessary 5, 6, 7, 8 and submitting 12 of Article III, which govern meetings, notice, waiver of notice, quorum, voting requirements and action without a meeting of the board of directors, shall apply to committees and their members appointed under this Section 11. Neither the designation of any such committee, the delegation of authority to such committee, nor any action by such committee pursuant to its authority shall alone constitute compliance by any member of the board of directors or a member of the committee in question with his responsibility to conform to the Board an opinion on the approval standards of the management accounts and financial statementscare set forth in Article III, and, yet, on specific areas object Section 14 of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditionsthese bylaws. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The (a) During the Specified Period, (i) the Board of Directors shall have and maintain as standing committees an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee, and a Risk Committee, (ii) the membership of each such committee shall be, as practicably as possible, evenly divided between Legacy CBTX Directors and Legacy Allegiance Directors, and (iii) the chairpersons of two such committees shall be designated from among the Legacy CBTX Directors and the chairpersons of two such committees shall be designated from among the Legacy Allegiance Directors. (b) During the Specified Period, any removal of a director from a committee of the Corporation or as chairperson of a committee, or failure to appoint, re-elect or re-nominate any of them to, any such positions, shall require the affirmative vote of at least seventy-five percent (75%) of the Entire Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. . (c) Works CommitteeDuring the Specified Period, the Board of Directors may by resolution (which, during the Specified Period, shall require the affirmative vote of at least seventy-five percent (75%) of the Entire Board of Directors) establish any committees not expressly contemplated by these Bylaws composed of directors as they may determine to be necessary or appropriate for the conduct of business of the Corporation and may prescribe the composition, duties and procedures thereof. (d) Financial Services At any time during the Specified Period in which an Executive Committee is in existence, each of Xxxxxx X. Xxxxxxxx, Xx. and Xxxxxx X. Xxxxxxxx shall serve as a member of the Executive Committee. (e) Purchase or Sale Notwithstanding anything to the contrary in these Bylaws, during the Specified Period, no committee (including, for the avoidance of Components doubt, any Executive Committee. 8.9.1 The Audit Committees , to the extent such a committee is in existence) shall be permitted to take any action, and the Compensation Committees Board of Directors shall be permanent and not delegate to any committee the other Committees shall only be called when it is necessary power to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) memberstake any action, appointed that, if taken by the Board of Directors, being three would require the affirmative vote of at least seventy-five percent (375%) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by of the Entire Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed Directors pursuant to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committeesthis Article IX. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit CommitteeEffective as of the Closing Date, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale for so long as an Investor Nominee serves as a member of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three each committee of the Board of Directors shall include at least one Investor Nominee; provided, however, that in the event the rules of the primary national securities exchange or national quotation system on which the Common Stock is then listed or quoted prohibits the appointment of any particular Investor Nominee to the Company's Audit Committee such Investor Nominee shall not be appointed to such committee; and provided, further, that if at any time the Board of Directors shall have an executive or other committee that performs functions similar to those customarily performed by an executive committee of a board of directors, such committee shall include at least two Investor Nominees so long as (3i) appointed by VBCthe Investor is entitled to designate four Investor Nominees for election to the Board of Directors pursuant to Section 5.02 hereof, two and (2ii) by 521 such committee includes five or more directors. (b) From and one after the Closing Date, all directors of the Company (1including, without limitation, the Investor Nominees) by BONAIRE. The other Committees shall be comprised by four (4) membersafforded 10 days' advance notice of the time and place of, appointed by and will be invited to attend, the regular and special meetings of any committee of the Board of Directors. From and after the Closing Date and so long as Investor Nominees serve as members of the Board of Directors, being two (2) appointed by VBCthe frequency of meetings, one (1) by 521 make-up and one (1) by BONAIRE. Only the Members subject matter of each committee of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable Directors shall continue substantially as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees currently. So long as the Investor has the right to have Investor Nominees elected to committees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of DirectorsDirectors shall have at least the following committees: an Audit Committee, a Compensation Committee and a Nominating Committee.

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) The Board shall create at least four (4) committees (the “Committees”), being the Audit Committee, the Risk Committee, the Nomination Committee, and the Remuneration Committee. No Committee shall have the authority to approve any Board Reserved Matter, but the Committees shall have the right to make recommendations to the full Board with respect to the Board’s decision as to any Board Reserved Matter within the scope of expertise of the applicable Committee. The Committees shall keep minutes of their proceedings and provide the same regularly and timely to the Board. The Board may adopt, by way of a simple majority vote, a charter or other rules on the inner workings of the Committees. In the absence of any such charter or rules, Sections 5.6 and 5.8 through 5.10 shall apply to the applicable Committee mutatis mutandis. (b) Compensation Committee. (c) Works CommitteeDuring the First Five Years, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation each Committee shall be comprised by six (6) members, appointed by the Board consist of Directors, being three (3) appointed by VBCmembers who are Directors, two as set out below and as summarized in the table in this Section 5.13(b): (2i) by 521 for such time as the Grab Director Appointment Conditions or the Singtel Director Appointment Conditions, respectively, are met, each of Grab and Singtel shall have the right to appoint and remove one (1) by BONAIRE. The other Committees Grab Director or the Singtel Director, as applicable, to each Committee in accordance with Sections 5.13(b)(ii)(I) or 5.13(b)(iii)(I), respectively, provided, that the members appointed to: (I) the Audit Committee members shall be comprised by four independent of management and business relations of the DB Group and shall comprise a majority of Independent Directors; (4II) membersthe Risk Committee shall comprise a majority of non-executive Directors; and (III) the Nomination Committee shall comprise one-third of Independent Directors during the First Five Years, appointed by and a majority of Independent Directors following the Board of DirectorsFirst Five Years; (ii) for such time as the Grab Director Appointment Conditions are met, being two Grab shall have the right to appoint and remove: (2I) appointed by VBC, one (1) by 521 and one Grab Director for each Committee; and (1II) by BONAIRE. Only as an additional appointee, the Members Grab-nominated Independent Director as the chairman of the Board may be appointed Audit Committee and of the Nomination Committee; and (iii) for such time as the Singtel Director Appointment Conditions are met, Singtel shall have the right to appoint and remove: (I) the Singtel Director to each Committee other than the Audit Committee; and (II) as an additional appointee, the Singtel-nominated Independent Director to the Compensation Audit Committee, being the appointment of non Members Risk Committee and the Remuneration Committee. The Singtel-nominated Independent Director shall be the chairman of the Board acceptable as Risk Committee and of the Remuneration Committee. (iv) Notwithstanding the foregoing, the majority of the members of the other Committees. 8.9.3 The Audit Remuneration Committee and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Nomination Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditionsSingapore citizens or Singapore permanent residents. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Unless the Articles of Incorporation provide otherwise, a majority of the Board of Directors, in Directors may designate from among its members one or more committees. Each committee must consist of two or more directors and will have such powers and will perform such duties as may be delegated and assigned to the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed committee by the Board of Directors. Except as provided in Section 2.15 below with respect to the Common Committee and the Preferred Committee, being three no committee will have the authority of the Board of Directors with respect to (3a) appointed approving dividends or other distributions to shareholders, except as permitted by VBC(h) below; (b) amending the Articles of Incorporation, two except as permitted by (2j), below; (c) adopting a plan of merger; (d) recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the Corporation other than in the usual and regular course of its business; (e) recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof; (f) approving or proposing to shareholders other actions required to be approved by 521 and one the shareholders; (1g) by BONAIRE. The other Committees shall be comprised by four approving a plan of merger which does not require shareholder approval; (4h) membersauthorizing or approving any reacquisition of shares of the Corporation, appointed except pursuant to a formula or method prescribed by the Board of Directors; (i) authorizing or approving the issuance, being two sale or contract for sale of shares of the Corporation’s stock except either pursuant to a stock option or other stock compensation plan or where the Board of Directors has determined the maximum number of shares and has expressly delegated this authority to the committee; (2j) appointed by VBCdetermining the designation and relative rights, one preferences and limitations of a class or series of shares, unless the Board of Directors has determined a maximum number of shares and expressly delegated this authority to the committee; (k) adopting, amending or repealing Bylaws for the Corporation; or (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by filling vacancies on the Board of DirectorsDirectors or on any of its committees; or (m) taking any other action which the Oregon Business Corporation Act prohibits a committee of a board of directors to take. The provisions of Sections 2.4, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures2.5, appointing independent auditors when necessary 2.6, 2.7 and submitting to the Board an opinion on the approval 2.10 of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million Bylaws will also apply to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution all committees of the Board of Directors. Each committee will keep written records of its activities and proceedings. All actions by committees will be reported to the Board of Directors at the next meeting following the action and the Board of Directors may ratify, revise or alter such action, other than actions exclusively within the authority of the Preferred Committee or Common Committee, provided that no rights or acts of third parties will be affected by any such revision or alteration.

Committees. (a) The Board of DirectorsDirectors shall establish, in empower and maintain the resolutions covering the activities both committees of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, Board of Directors contemplated by this Section 4.3. (b) The following committees shall be assisted established, empowered and maintained by 5 Committees, as follows: the Board of Directors at all times during the term of this Agreement: (ai) an Audit Committee, consisting of at least three (b3) of the Company's Independent Directors, which committee shall be authorized and empowered to cause an audit to be performed of the Company and each of its Subsidiaries; (ii) [This section intentionally left blank] (iii) a Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the responsible, among other Committees shall only be called when it is necessary things, for recommending to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed for approval by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by a majority of the Board of Directors, being two (2a) appointed the adoption and amendment of all employee benefit plans and arrangements, (b) the engagement of, terms of any employment agreements and arrangements with, and termination of, all persons designated by VBCthe Company as "officers" for purposes of Section 16 of the Exchange Act ("Section 16 Officers") and (c) the policies, limitations and procedures under which the Stock Option Plan Administration Committee shall operate; and (iv) such other committees as the Board of Directors deems necessary or desirable; provided, however, that such committees are established in compliance with Section 4.4(a)(vi) hereof, if applicable. (c) Except as otherwise provided in Section 4.3(b) hereof or as agreed by a majority of the Monsanto Management Directors, the number of Monsanto Directors on each committee of the Board of Directors shall be the same proportion (but not less than one (1)) by 521 and one (1of the total membership of such committee as the number of Monsanto Directors, as the case may be, is of the entire Board of Directors. Except as otherwise provided in Section 4.3(b) by BONAIRE. Only hereof, the Members Monsanto Directors on each committee of the Board may of Directors shall be appointed to determined by a majority of the Compensation Committee, being the appointment of non Members Monsanto Management Directors. (d) No action by any committee of the Board acceptable of Directors shall be valid unless taken by unanimous written consent as provided in the Company's by-laws or taken at a meeting for which adequate notice has been duly given or waived by the members of such committee. Such notice shall include a description of the general nature of the business to be transacted at the meeting, and no other business may be transacted at such meeting unless all members of the committee are present and consent to the consideration of such other Committees. 8.9.3 business. Any committee member unable to participate in person at any meeting shall be given the opportunity to participate by telephone. The Audit Board of Directors or the remaining committee members shall designate an Independent Director or Company Management Director to replace any absent or disqualified Independent Director member or Company Management Director member, respectively, of any committee and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing a majority of the matters Monsanto Management Directors shall designate a Monsanto Director to be submitted to prior analysis replace any absent or disqualified Monsanto Director member of each any committee. Each of the Committees shall be defined and ruled by the internal regulations to be approved committees established by the Board of Directors, being Directors pursuant to this Section 4.3 shall establish such other rules and procedures for its operation and governance (consistent with the terms of this Agreement) as it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary see fit and submitting may seek such consultation and advice as to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee matters within its purview as it shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditionsrequire. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board (1) Unless the Articles of DirectorsIncorporation provide otherwise, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 Directors may create one or more committees and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by appoint members of the Board of DirectorsDirectors to serve on them. Each committee must have two or more members, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only who serve at the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution pleasure of the Board of Directors. (2) The creation of a committee and appointment of members to it must be approved by the greater of: (a) A majority of all the directors in office when the action is taken; or (b) The number of directors required by the Articles of Incorporation or Section 4.8(2) of these Bylaws to take action. (3) Sections 4.7 through 4.9 of these Bylaws, which govern meetings, notice and waiver of notice, action without meetings, and quorum and voting requirements of the Board of Directors, apply to committees and their members as well. (4) To the extent specified by the Board of Directors or in the Articles of Incorporation or these Bylaws, each committee may exercise the authority of the Board of Directors under Section 4.1. (5) A committee may not, however: (a) Authorize distributions; (b) Approve or propose to shareholders action that the IBCA requires be approved by shareholders; (c) Fill vacancies on the Board of Directors or on any of its committees; (d) Amend the Articles of Incorporation in circumstances in which the Board of Director is permitted by the IBCA to amend such articles without shareholder action; (e) Adopt, amend, or repeal the Bylaws; (f) Approve a plan of merger not requiring shareholder approval; (g) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or (h) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the Board of Directors may authorize a committee, or a senior executive officer of the corporation, to do so within limits specifically prescribed by the Board of Directors. (6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance of a director with the standards of conduct described in the IBCA or Section 4.11 of these Bylaws.

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members Executive Committee of the Board may shall consist of five Directors: (i) two Directors nominated by the Series A, B and E Preferred Directors (which nominees shall initially be appointed David W. Beale, who shall be entitled to serve on the Compensation Executive Comxxxxxx xxx xx long as he remains Chief Executive Officer of the Company, and David L. Warnock) and (ii) three Directors nominated by the Series C xxx X Xxxxxxxxx Directors (which nominees shall initially be Scott Rechler, Jon Halpern and Daniel DiSano). The Chairman of the Exxxxxxxx Xxxxitxxx xxxxx xe Davxx X. Xxxxx, who shall hold such title for so long as he sxxxxx xx xxx Xxecutive Committee, being and, thereafter, the appointment of non Members Chairman shall be any successor Chief Executive Officer to David W. Beale. To the extent permitted by law, the Executive Xxxxxxxxx xxxxl have and may exercise all the powers and authority of the Board acceptable as in the management of the business and affairs of the Company; provided, however, that, in no event, shall the Executive Committee have the authority to authorize any action which requires Super-Majority Approval under this Agreement. If at least four of the members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assistedentire Executive Committee shall not agree on a decision with respect to any matter over which it has authority to act, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees such matter shall be defined and ruled by the internal regulations referred to be approved by the Board of Directorsfor its determination. Without limiting the foregoing, being it hereby defined that: a) The Audit is intended that the Executive Committee shall be responsible for coordinating the internal audit proceduressuch matters as non-annual (project level) budget approvals, appointing independent auditors when necessary commitment of capital, incurrence of debt and submitting significant contractual relations. The Executive Committee shall maintain minutes of its meetings and report to the Board an opinion on the approval all of its proceedings. (2) The Audit Committee of the Board shall consist of four Directors: (i) two Directors nominated by the Series A, B and E Preferred Directors, who shall not be officers or employees of the Company (which nominees shall initially be Messrs. Arnold Cohen and G. Lee Bohs) and (ii) two Directors nominated by xxx Xxxxxx X and D Pxxxxxxxx Directors (which nominees shall initially be Messrs. Scott Rechler and Daniel DiSano). Subject to Section 2.1(c), the Sexxxx X xxx X Prefexxxx Xxxxxxxrs shall have the right to designate the Chairman of the Audit Committee of the Board. The Audit Committee shall recommend the engagement of independent auditors, review and consider actions of management accounts in matters relating to audit function, review with independent auditors the scope and results of their audit engagement, review the system of internal controls and procedures of the Company and its Subsidiaries, and review the effectiveness of procedures intended to prevent violations of law and regulations. The Audit Committee shall also approve the engagement letter of the Company's independent accountants, direct the internal control (or internal audit) department, if any, be authorized to direct agreed upon procedures review by independent public accountants or consultants and review and approve all public securities filings and audited financial statements, and, yet, on specific areas object of audit;. b(3) The Compensation Committee of the Board shall consist of four Directors: (i) two Directors nominated by the Series A, B and E Preferred Directors, who shall not be officers or employees of the Company (which nominees shall initially be Messrs. Louis Perlman and David L. Warnock), and (ii) two Directors nominxxxx xx xxx Xeries X xxx X Xxxxxxxxd Directors (which nominees shall initially be Messrs. Scott Rechler and Jon Halpern). The grant or allocation of righxx, xxxxxxxx, optixxx xx xxxxx agreements to purchase Common Stock or any security convertible into or exchangeable for Common Stock under any Option Plan or as compensation to any employee, consultant, Director or officer of the Company shall require approval of a majority of the members of the Compensation Committee. (4) The Board shall establish a Strategic Steering Committee, which shall be responsible for coordinating a management committee. The Strategic Steering Committee shall consist of David W. Beale, three members appointed by the process Series C and X Xxxxxxxxx Xxxectors (which members need not be Directors and which members shall initially include Jon L. Halpern) and three senior managers of electing the Chief Company appointex xx xxx Xxxxx Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) Company. The Works Strategic Steering Committee shall be responsible for evaluating and recommending new products, technologies and strategies with a view towards ensuring the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on ultimate success of the best proposal; d) The Financial Service Committee Company by continually meeting the changing needs of customers of the Company. There shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition no chairman of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amendedStrategic Steering Committee. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board of DirectorsFor so long as this Agreement is in effect, in the resolutions covering the activities both Company shall take all reasonable actions within its control at any given time so as to cause to be appointed to any committee of the COMPANY Board a number of directors designated by the Initial Shareholder that is up to the number of directors that is proportionate (rounding up to the next whole director) to the representation that the Initial Shareholder is entitled to elect to the Board under this Agreement, to the extent such directors are permitted to serve on such committees under the applicable rules of the Commission and its SUBSIDIARIES the NYSE or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: any other applicable stock exchange; provided that: (a) the Audit CommitteeCommittee of the Board shall be composed entirely of directors who qualify as “independent” under the rules of the NYSE and as “independent” under the audit committee independence rules promulgated under the Exchange Act, (b) Compensation Committee. all members of the Audit Committee of the Board shall be “financially literate” under the NYSE audit committee standards and (c) Works Committeeat least one member of the Audit Committee of the Board shall be an “audit committee financial expert” under the audit committee rules promulgated under the Exchange Act; (ii) the Compensation Committee of the Board shall have at least two members who qualify as (a) “independent” under the rules of the NYSE and as “independent” under the compensation committee rules promulgated under the Exchange Act, (db) Financial Services Committee “outside directors” under rules adopted under Section 162(m) of the Internal Revenue Code and (ec) Purchase or Sale “non-employee directors” under rules promulgated under Section 16 of Components Committee. 8.9.1 The Audit Committees the Exchange Act and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to shall have a subcommittee comprised solely of directors who satisfy (a), (b) and (c) above; and (iii) the Compensation Committee, being the appointment of non Members Nominating and Corporate Governance Committee of the Board acceptable shall have at least two members who qualify as members “independent” under the rules of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled NYSE. It is understood by the internal regulations to be approved by parties hereto that the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, Initial Shareholder shall not participate be required to have its directors represented on any committee and any failure to exercise such right in this section in a prior period shall not constitute any waiver of the non permanent Committee of Works and of Purchase or Sale of Componentssuch right in a subsequent period. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. (i) The Board of Directorsshall establish and maintain an audit committee, in the resolutions covering the activities both a nominating and corporate governance committee, a compensation committee and any other committees of the COMPANY Board required in accordance with Applicable Law and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted the Board may from time to time by 5 Committees, as followsresolution establish and maintain other committees of the Board. Immediately after the Effective Time: (ai) Audit Committeethe audit committee will initially be composed of one (1) individual consisting of Xxxxxx X. Xxxxx (chairperson), (bii) Compensation Committee. (c) Works Committee, (d) Financial Services Committee the nominating and (e) Purchase or Sale corporate governance committee will be initially composed of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBCindividuals consisting of Xxxxx Xxxxxx (chairperson), X. Xxxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx and (iii) the compensation committee will be initially composed of two (2) by 521 individuals consisting of X. Xxxxxxx Xxxxxxxx (chairperson) and Xxxx Xxxxxx. No later than (i) ninety (90) days after the effectiveness of registration statement for the Company’s IPO the audit committee shall consist of at least two (2) Directors, all of whom shall be Independent Directors, and (iii) the first (1st) anniversary of the effectiveness of registration statement for the Company’s IPO, the audit committee shall consist of at least three (3) Directors, all of whom shall be Independent Directors (at least one (1) of whom shall satisfy the “audit committee financial expert” requirements as such term is defined by BONAIRE. The other Committees Item 407(d)(5) of Regulation S-K). (ii) So long as the percentage of outstanding Shares beneficially owned, held and/or voted by proxy by Xxxxxxxxx and the Principal Stockholders, collectively, at the relevant time equals or exceeds fifty percent (50%), (i) Amberjack shall be comprised by four (4) membershave the right, appointed by but not the Board obligation, to approve the chairperson of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members each committee of the Board may Board, subject to any requirements, including independence requirements, for such chairpersons imposed by Applicable Law, and (ii) the Company shall take all Necessary Action to ensure that only committee chairpersons approved by Amberjack shall be appointed to such positions; provided, that Amberjack shall not have such an approval right if it relates to a special committee and the Compensation Committeeprimary purpose of such special committee is to review, being assess and/or approve a transaction in which Amberjack, the appointment Principal Stockholders or their respective Affiliates have a material direct or indirect interest and (A) having such approval right would constitute a conflict of non Members interest, or (B) the Board otherwise determines that having such an approval right would be inconsistent with the Directors’ fiduciary duties, in each case as reasonably determined by a majority of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they Directors who are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under subnon-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Amberjack Directors.

Committees. An Administrative Committee, a Budget Committee and an Advisory Committee shall be set up in order to ensure the effective implementation and operation of this Agreement. They shall in particular exercise the duties foreseen by this Agreement and the Statute. (1) The Board Administrative Committee shall be composed of Directors, in one representative of each Contracting Member State. The European Commission shall be represented at the resolutions covering the activities both meetings of the COMPANY Administrative Committee as observer. (2) Each Contracting Member State shall have one vote. (3) The Administrative Committee shall adopt its decisions by a majority of three quarters of the Contracting Member States represented and voting, except where this Agreement or the Statute provides otherwise. (4) The Administrative Committee shall adopt its SUBSIDIARIES or ASSOCIATED COMPANIES, rules of procedure. (5) The Administrative Committee shall elect a chairperson from among its members for a term of three years. That term shall be assisted renewable. (1) The Budget Committee shall be composed of one representative of each Contracting Member State. (2) Each Contracting Member State shall have one vote. (3) The Budget Committee shall take its decisions by 5 Committeesa simple majority of the representatives of the Contracting Member States. However, as follows: a majority of three-quarters of the representatives of Contracting Member States shall be required for the adoption of the budget. (4) The Budget Committee shall elect a chairperson from among its members for a term of three years. That term shall be renewable. (1) The Advisory Committee shall: (a) Audit Committee, assist the Administrative Committee in the preparation of the appointment of judges of the Court; (b) Compensation Committee. make proposals to the Presidium referred to in Article 11 of the Statute on the guidelines for the training framework for judges referred to in Article 14; and (c) Works Committee, (d) Financial Services deliver opinions to the Administrative Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and concerning the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary requirements for qualifications referred to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4in Article 28(2). 8.9.2 (2) The Compensation Advisory Committee shall comprise patent judges and practitioners in patent law and patent litigation with the highest recognised competence. They shall be comprised by appointed, in accordance with the procedure laid down in the Statute, for a term of six (6) members, appointed by the Board of Directors, being three years. That term shall be renewable. (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members composition of the Board may be appointed to Advisory Committee shall ensure a broad range of relevant expertise and the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis representation of each of the Committees shall be defined and ruled by Contracting Member States. The members of the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Advisory Committee shall be responsible for coordinating completely independent in the internal audit procedures, appointing independent auditors when necessary performance of their duties and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit;shall not be bound by any instructions. b(4) The Compensation Advisory Committee shall be responsible elect a chairperson from among its members for coordinating the process a term of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee three years. That term shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditionsrenewable. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. (a) The Board of DirectorsDirectors shall establish, in empower and maintain the resolutions covering the activities both committees of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, Board of Directors contemplated by this Section 4.3. (b) The following committees shall be assisted established, empowered and maintained by 5 Committees, as follows: the Board of Directors at all times during the term of this Agreement: (ai) an Audit Committee, consisting of at least three (b3) of the Company's Independent Directors, which committee shall be (ii) [This section intentionally left blank] (iii) a Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the responsible, among other Committees shall only be called when it is necessary things, for recommending to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed for approval by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by a majority of the Board of Directors, being two (2a) appointed the adoption and amendment of all employee benefit plans and arrangements, (b) the engagement of, terms of any employment agreements and arrangements with, and termination of, all persons designated by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members Company as "officers" for purposes of Section 16 of the Board may be appointed to Exchange Act ("Section 16 Officers") and (c) the Compensation Committeepolicies, being limitations and procedures under which the appointment of non Members of the Board acceptable Stock Option Plan Administration Committee shall operate; and (iv) such other committees as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of DirectorsDirectors deems necessary or desirable; provided, being it hereby defined that:however, that such committees are established in compliance with Section 4.4(a)(vi) hereof, if applicable. a(c) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval Except as otherwise provided in Section 4.3(b) hereof or as agreed by a majority of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARESMonsanto Management Directors, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of Monsanto Directors on each committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors shall be the same proportion (but not less than one (1)) of the total membership of such committee as the number of Monsanto Directors, as the case may be, is of the entire Board of Directors. Except as otherwise provided in Section 4.3(b) hereof, the Monsanto Directors on each committee of the Board of Directors shall be determined by a majority of the Monsanto Management Directors. (d) No action by any committee of the Board of Directors shall be valid unless taken by unanimous written consent as provided in the Company's by-laws or taken at a meeting for which adequate notice has been duly given or waived by the members of such committee. Such notice shall include a description of the general nature of the business to be transacted at the meeting, and no other business may be transacted at such meeting unless all members of the committee are present and consent to the consideration of such other business. Any committee member unable to participate in person at any meeting shall be given the opportunity to participate by telephone. The Board of Directors or the remaining committee members shall designate an Independent Director or Company Management Director to replace any absent or disqualified Independent Director member or Company Management

Committees. The (a) Subject to the general oversight and authority of the full Board of Directors, in the resolutions covering Board of Directors shall establish, empower and maintain the activities both committees of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, Board of Directors contemplated by this Section 2.03. (b) The following committees shall be assisted established, empowered and maintained by 5 Committeesthe Board of Directors at all times during the term of this Agreement: (i) an Audit Committee, consisting solely of Investor Directors and Independent Directors and a majority of whose members shall be Independent Directors; (ii) a Nominating Committee, responsible, among other things, for recommending the nomination of Directors, all pursuant to Section 2.01, and comprised and conducting itself as follows: : (A) until the fifth anniversary of the Effectiveness of this Agreement and thereafter if Ciba's Percentage Interest is less than 40%, the Nominating Committee shall be comprised of two Independent Directors, one Management Director and one Investor Director; (B) on and after the fifth anniversary of the Effectiveness of this Agreement, so long as Ciba's Percentage Interest is at least 40%, the Nominating Committee shall be composed of two Independent Directors, one Management Director and two Investor Directors; (C) a majority of the Independent Directors shall designate the Independent Directors that serve on the Nominating Committee, the Chief Executive Officer of the Company shall designate the Management Director that serves on the Nominating Committee and a majority of the Investor Directors shall designate the Investor Directors that serve on the Nominating Committee; (D) a quorum of the Nominating Committee required for any action thereby shall require the attendance of each member thereof who is an Independent Director or an Investor Director; and (E) the Nominating Committee shall act by majority vote of the entire Nominating Committee; PROVIDED, HOWEVER, that (1) on and after the fifth anniversary of the Effectiveness of this Agreement, so long as Ciba's Percentage Interest is at least 40%, the Management Director member of the Nominating Committee cannot vote to break any tie vote between all the Investor Director members, on the one hand, and all the Independent Director members, on the other hand, and (2) in addition on and after the eleventh anniversary of the Effectiveness of this Agreement, so long as Ciba's Percentage Interest is at least 49%, the Investor Director members shall have a deciding vote (meaning that, with respect to any motion before the committee, if the two Investor Director members vote one way and the two Independent Director members vote the other way, the vote of the Investor Directors will control) to break any tie vote between all the Investor Director members, on the one hand, and all the Independent Director members, on the other hand; (iii) a Strategic Planning Committee, coming into existence and having the responsibilities as set forth in Section 2.12 and comprised and conducting itself as follows: (a) Audit the Strategic Planning Committee shall be comprised of the three Investor Directors, three Independent Directors (who shall be designated by a majority of the Independent Directors) and one Management Director (who shall be designated by a majority of the Management Directors); and (b) a quorum of the Strategic Planning Committee required for any action thereby shall require the attendance of each member thereof, and the Strategic Planning Committee shall act by majority vote of the entire Strategic Planning Committee; PROVIDED, HOWEVER, that the Management Director member of the Strategic Planning Committee cannot vote to break any tie vote between all the Investor Director members, on the one hand, and all the Independent Director members, on the other hand. (iv) a Compensation Committee, responsible, among other things, for recommending to the Board of Directors, for approval by a majority of the Board of Directors (subject to Sections 2.04 and 2.12), (a) the adoption and amendment of all employee benefit plans and arrangements, (b) Compensation Committee. the engagement of, terms of any employment agreements and arrangements with and termination of all persons designated as by the Company as "officers" for purposes of Section 16 of the Exchange Act ("Section 16 Officers"), (c) Works Committeethe policies, limitations and procedures under which the Stock Option Plan Administration Committee shall operate and (d) Financial Services Committee the granting under the Company's employee benefit plans of stock options and other equity rights to Section 16 Officers, and consisting solely of Investor Directors and Independent Directors who constitute disinterested persons (as such term is defined in Rule 16b-3(d) under the Exchange Act) and a majority of whose members shall be Independent Directors; (v) a Stock Option Plan Administration Committee, responsible, among other things, for (A) recommending to the Board of Directors, for approval by a majority of the Board of Directors, subject to Sections 2.04 and 2.12, the adoption and amendment of all stock option plans of the Company and (eB) Purchase or Sale the administration of Components Committee. 8.9.1 The Audit Committees such plans (including, subject to Sections 2.04 and 2.12, the approval of all grants under the Company's employee benefit plans of stock options and other equity rights to all persons other than those persons for whom such grants are required to be approved by the Compensation Committees shall be permanent Committee pursuant to paragraph (iv) above), and (unless the other Committees shall only be called when it composition of the committee is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed otherwise changed in a manner consistent with this Agreement by the Board of Directors) consisting solely of two Management Directors; and (vi) such other committees as the Board of Directors deems necessary or desirable; PROVIDED that such committees are established in compliance with the terms of this Agreement. (c) Except as otherwise provided in this Agreement or as agreed by a majority of the Investor Directors, being three the number of Investor Directors on each committee of the Board of Directors shall be the same proportion of the total membership of such committee as the number of Investor Directors, as the case may be, is of the entire Board of Directors. (3d) appointed No action by VBCany committee of the Board of Directors shall be valid unless taken at a meeting for which adequate notice has been duly given or waived by the members of such committee. Such notice shall include a description of the general nature of the business to be transacted at the meeting, two (2) and no other business may be transacted at such meeting unless all members of the committee are present and consent to the consideration of such other business. Any committee member unable to participate in person at any meeting shall be given the opportunity to participate by 521 and one (1) by BONAIREtelephone. The other Committees Board of Directors or the remaining committee members shall designate an Investor Director, Independent Director or Management Director to replace any absent or disqualified Investor Director member, Independent Director member or Management Director member, respectively, of any committee. In the event that any Investor Director or Independent Director ceases to serve on any committee of the Board of Directors and, after a reasonable time, no successor to such Director is designated in accordance with the terms hereof to serve on such committee, the number of members of such committee may be comprised by four reduced if such reduction does not (4and no such reduction is intended to) membersresult in a change of the relative authorities within such committee among the Investor Directors (taken as a group), appointed the Independent Directors (taken as a group) and the Management Director. Each of the committees established by the Board of Directors, being two Directors pursuant to this Section 2.03 shall establish such other rules and procedures for its operation and governance (2consistent with the terms of this Agreement) appointed by VBC, one (1) by 521 as it shall see fit and one (1) by BONAIRE. Only the Members of the Board may be appointed seek such consultation and advice as to the Compensation Committee, being the appointment of non Members of the Board acceptable matters within its purview as members of the other Committeesit shall require. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer President and the process of assessing the whole Executive Board Management (including the Chief Executive OfficerPresident), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. (a) The Corporation shall have four standing committees: the finance committee, the nominating committee, the audit committee and the compensation committee. The finance committee shall have those powers and authority as are delegated to it from time to time pursuant to a resolution passed by a two-thirds vote of the total number of directors specified in the resolution pursuant to Section 3.02 of the Amended and Restated Bylaws which the Corporation would have if there were not vacancies (the "entire Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, "). (b) Compensation Committee. The nominating committee shall have the following exclusive powers and authority: (ci) Works Committee, (d) Financial Services Committee evaluating and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary recommending director candidates to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3ii) appointed recommending director compensation and benefits philosophy for the Corporation, (iii) reviewing individual director performance as issues arise and (iv) periodically reviewing the Corporation's corporate governance profile. (c) The audit committee shall have the following powers and authority: (i) employing independent public accountants to audit the books of account, accounting procedures and financial statements of the Corporation and to perform such other duties from time to time as the audit committee may prescribe, (ii) receiving the reports and comments of the Corporation's internal auditors and of the independent public accountants employed by VBCthe committee and to take such action with respect thereto as may seem appropriate, two (2iii) by 521 requesting the Corporation's consolidated subsidiaries and one affiliated companies to employ independent public accountants to audit their respective books of account, accounting procedures and financial statements, (1iv) by BONAIRErequesting the independent public accountants to furnish to the compensation committee the certifications required under any present or future stock option, incentive compensation or employee benefit plan of the Corporation, (v) reviewing the adequacy of internal financial controls, (vi) approving the accounting principles employed in financial reporting, (vii) approving the appointment or removal of the Corporation's general auditor, and (viii) reviewing the accounting principles employed in financial reporting. The other Committees None of the members of the audit committee shall be comprised an officer or full-time employee of the Corporation or of any subsidiary or affiliate of the Corporation. (d) The compensation committee shall have the following powers and authority: (i) determining and fixing the compensation for all senior officers of the Corporation and those of its subsidiaries that the compensation committee shall from time to time consider appropriate, as well as all employees of the Corporation and its subsidiaries compensated at a rate in excess of (e) In addition, the Board of Directors may, by four resolution passed by a two-thirds vote of the entire Board of Directors, designate one or more additional committees, with each such committee consisting of one or more directors of the Corporation and having such powers and authority as the Board of Directors shall designate by such resolutions. (4f) members, appointed Any modification to the powers and authority of any committee shall require the adopting of a resolution by a two-thirds vote of the entire Board of Directors. (g) All acts done by any committee within the scope of its powers and authority pursuant to these Amended and Restated Bylaws and the resolutions adopted by the Board of DirectorsDirectors in accordance with the terms hereof shall be deemed to be, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committeecertified as being, being the appointment done or conferred under authority of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that:. The Secretary or any Assistant Secretary is empowered to certify that any resolutions duly adopted by any such committee is binding upon the Corporation and to execute and deliver such certifications from time to time as may be necessary or proper to conduct of the business of the Corporation. a(h) The Audit Committee Regular meetings of committees shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to held at such times as may be determined by resolution of the Board an opinion on of Directors or the approval of the management accounts committee in question and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee no notice shall be responsible required for coordinating the process any regular meeting other than such resolution. A special meeting of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee any committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted called by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors, or by the Secretary or an Assistant Secretary upon the request of the chairman or a majority of the members of any committee. Notice of special meetings shall be given to each member of the committee in the same manner as that provided for in Section [Directors' notice provision] of these Amended and Restated Bylaws.

Committees. The Board Parties shall establish a Joint Steering Committee and appropriate Subcommittees to oversee the Development, Manufacture and Commercialization of DirectorsLicensed Compounds and the Licensed Product, as more particularly described in this Article 3. Notwithstanding the foregoing, with respect to the Licensed Compounds and the Licensed Product, and the Development, Manufacturing and Commercialization thereof, each Party shall retain the rights, powers and discretion granted to it under this Agreement and the Ancillary Agreements and no such rights, powers or discretion shall be delegated to or vested in the JSC or any Subcommittee unless such delegation or vesting of rights is expressly provided for in this Agreement or the Ancillary Agreements or the Parties expressly so agree in writing. Notwithstanding anything to the contrary in this Agreement, in no circumstances shall the resolutions covering the activities both JSC (including pursuant to Section 3.2.4(b)) or any Subcommittee have any power to amend, modify or waive compliance with this Agreement or any Ancillary Agreements. The Parties hereby agree and acknowledge that, for purposes of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIESefficiency, shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary if agreed to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBCParties, one or more (1or all) by 521 and one (1) by BONAIRE. Only the Members of the Board may be each Party’s representatives appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members JSC (or any of the other Committees. 8.9.3 The Audit and Compensation Committees Subcommittees) hereunder may also be assisted, in appointed by such Party to any committee under any other collaboration agreement(s) between the exercise of Parties (or their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statementsrespective Affiliates), and, yetin such case, on specific areas object meetings of audit; b) The Compensation Committee such committees shall be responsible for coordinating coordinated to discuss the process of electing applicable issues under the Chief Executive Officer and the process of assessing the whole Executive Board various collaboration agreement(s). 3.2 Joint Steering Committee. -42- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; cI) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; dNOT MATERIAL AND (II) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Committees. An Administrative Committee, a Budget Committee and an Advisory Committee shall be set up in order to ensure the effective implementation and operation of this Agreement. They shall in particular exercise the duties foreseen by this Agreement and the Statute. (1) The Board Administrative Committee shall be composed of Directors, in one representative of each Contracting Member State. The European Commission shall be represented at the resolutions covering the activities both meetings of the COMPANY Administrative Committee as observer. (2) Each Contracting Member State shall have one vote. (3) The Administrative Committee shall adopt its decisions by a majority of three quarters of the Contracting Member States represented and voting, except where this Agreement or the Statute provides otherwise. (4) The Administrative Committee shall adopt its SUBSIDIARIES or ASSOCIATED COMPANIES, rules of procedure. (5) The Administrative Committee shall elect a chairperson from among its members for a term of three years. That term shall be assisted renewable. (1) The Budget Committee shall be composed of one representative of each Contracting Member State. (2) Each Contracting Member State shall have one vote. (3) The Budget Committee shall take its decisions by 5 Committeesa simple majority of the representatives of the Contracting Member States. However, as follows: a majority of three-quarters of the representatives of Contracting Member States shall be required for the adoption of the budget. (4) The Budget Committee shall elect a chairperson from among its members for a term of three years. That term shall be renewable. (1) The Advisory Committee shall: (a) Audit Committee, assist the Administrative Committee in the preparation of the appointment of judges of the Court; (b) Compensation Committee. make proposals to the Presidium referred to in Article 11 of the Statute on the guidelines for the training framework for judges referred to in Article 14; and (c) Works Committee, (d) Financial Services deliver opinions to the Administrative Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and concerning the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary requirements for qualifications referred to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4in Article 28(2). 8.9.2 (2) The Compensation Advisory Committee shall comprise patent judges and practitioners in patent law and patent litigation with the highest recognised competence. They shall be comprised by appointed, in accordance with the procedure laid down in the Statute, for a term of six (6) members, appointed by the Board of Directors, being three years. That term shall be renewable. (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members composition of the Board may be appointed to Advisory Committee shall ensure a broad range of relevant expertise and the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis representation of each of the Committees shall be defined and ruled by Contracting Member States. The members of the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Advisory Committee shall be responsible for coordinating the internal audit procedures, appointing completely independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of in the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work of their duties and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Componentsbe bound by any instructions. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) The Board shall have an Audit Committee (the “Audit Committee”), a Compensation Committee (b) the “Compensation Committee. ”) and a Finance Committee (c) Works the “Finance Committee” and, (d) Financial Services together with the Audit Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members “Board Committees”). The Board Committees shall initially be composed of the Board acceptable as members identified on Exhibit A attached hereto. Thereafter, the composition of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Board Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined thatas follows: a(i) The the Audit Committee shall consist of at least three members, one of whom shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary a Coastal Affiliated Director and submitting to the Board an opinion on the approval two of whom shall be Independent Directors appointed by a majority of the management accounts and financial statements, and, yet, on specific areas object of auditIndependent Directors; b(ii) The the Compensation Committee shall consist of at least two members, one of whom shall be responsible for coordinating the process a Coastal Affiliated Director and one of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as whom shall be an Independent Director appointed by a consequence majority of the performance appraisal; c) The Works Committee Independent Directors; provided that the chief executive officer of the Partnership shall be responsible for evaluating an ex-officio, non-voting member of the supplier selection process for construction work Compensation Committee but shall not participate in the deliberations of the Compensation Committee relating to his compensation and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposalbenefits; and e(iii) the Component Purchase and Sale Finance Committee shall consist of at least three members, one of whom shall be responsible for: evaluating a Management Affiliated Director, one of whom shall be a Coastal Affiliated Director and one of whom shall be an Independent Director appointed by a majority of the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditionsIndependent Directors. 8.9.5 The composition (b) Each of the Board Committees defined under sub-clause 8.9.2 above takes into consideration shall have the current interest authority to recommend action to the full Board within such Board Committee’s area of responsibility, but shall not have the PARTIES in authority to take final action binding upon the control group constituted Partnership except as may be specifically agreed upon by Coastal and Acquisition from time to time, or as may be required by applicable laws or regulations or by the BOUND SHARES. In case listing requirements of amendment to the interest of any securities exchange on which any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will Securities may be entitled listed from time to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amendedtime. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The (i) In accordance with the Company’s certificate of incorporation and bylaws, (A) the Board of Directors, in shall establish at the resolutions covering the activities both Closing and maintain an audit committee of the COMPANY Board, the Nominating Committee and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: a compensation committee of the Board (a) Audit Committee, (b) the “Compensation Committee. (c) Works Committee”), (d) Financial Services Committee and (e) Purchase or Sale each consisting of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed individuals, and (B) the Board may from time to time by VBCresolution establish and maintain other committees of the Board. Subject to applicable laws and stock exchange regulations, and subject to requisite independence requirements applicable to such committees, the PG Stockholders shall have the right to have (I) two (2) by 521 PG Directors appointed to serve on the Nominating Committee, (II) one (1) PG Director appointed to serve on the Compensation Committee and (III) one (1) PG Director to serve on each other committee of the Board (other than the audit committee). In furtherance of the foregoing, the Company agrees to take all Necessary Action to have two (2) PG Directors appointed to serve on the Nominating Committee and one (1) PG Director designated by BONAIRE. The the PG Stockholders appointed to serve on the Compensation Committee and each other Committees committee of the Board (other than the audit committee) (to the extent not prohibited by applicable Law or applicable stock exchange regulations). (ii) At the Closing, (A) Xxxx Xxxxxxxx and Xxxxxxx Xxxxx shall be comprised deemed to have been designated by four the PG Stockholders to serve on the Nominating Committee and (4B) membersXxxx Xxxxxxxx shall be deemed to have been designated by the PG Stockholders to serve on the Compensation Committee. (iii) The number of PG Directors that the PG Stockholders are entitled to have appointed to the Nominating Committee, appointed by the Compensation Committee and each other committee of the Board (other than the audit committee) pursuant to Section 4.1(e)(i) shall be decreased to the extent that the number of directors that the PG Stockholders are entitled to designate for election to the Board of Directors, being Directors is decreased to less than two (2) appointed by VBCPG Stockholders’ Designees pursuant Section 4.1(b), such that if the PG Stockholders cease to have the right to designate two (2) directors but retain the right to designate one (1) by 521 and director for election to the Board of Directors pursuant to Section 4.1(b), then the PG Stockholders shall have the right to have one (1) by BONAIRE. Only PG Director appointed to each of the Members Nominating Committee, the Compensation Committee and each other committee of the Board may be (other than the audit committee) pursuant to Section 4.1(e)(i), and if the PG Stockholders cease to have the right to designate at least one (1) director for election to the Board of Directors pursuant to Section 4.1(b), then the PG Stockholders shall cease to have the right to have an individual appointed to the Compensation Nominating Committee, being the appointment of non Members Compensation Committee or any other committee of the Board acceptable as members of the other Committeespursuant to Section 4.1(e)(i). 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit CommitteeEffective as of the Closing Date, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale for so long as an Investor Nominee serves as a member of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three each committee of the Board of Directors shall include at least one Investor Nominee; provided, however, that in the event the rules of the primary national securities exchange or national quotation system on which the Common Stock is then listed or quoted prohibits the appointment of any particular Investor Nominee to the Company's Audit Committee such Investor Nominee shall not be appointed to such committee; and provided, further, that if at any time the Board of Directors shall have an executive or other committee that performs functions similar to those customarily performed by an executive committee of a board of directors, such committee shall include at least two Investor Nominees so long as (3i) appointed by VBCthe Investor is entitled to designate four Investor Nominees for 29 35 election to the Board of Directors pursuant to Section 5.02 hereof, two and (2ii) by 521 such committee includes five or more directors. (b) From and one after the Closing Date, all directors of the Company (1including, without limitation, the Investor Nominees) by BONAIRE. The other Committees shall be comprised by four (4) membersafforded 10 days' advance notice of the time and place of, appointed by and will be invited to attend, the regular and special meetings of any committee of the Board of Directors. From and after the Closing Date and so long as Investor Nominees serve as members of the Board of Directors, being two (2) appointed by VBCthe frequency of meetings, one (1) by 521 make-up and one (1) by BONAIRE. Only the Members subject matter of each committee of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable Directors shall continue substantially as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees currently. So long as the Investor has the right to have Investor Nominees elected to committees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of DirectorsDirectors shall have at least the following committees: an Audit Committee, a Compensation Committee and a Nominating Committee.

Committees. The Board of Directors, in the resolutions covering the activities both Company shall maintain an Audit Committee and a Compensation Committee of the COMPANY Board (collectively, the “Committees,” and its SUBSIDIARIES or ASSOCIATED COMPANIESeach individually, shall be assisted by 5 Committees, a “Committee”) as follows: : (a) Audit The Compensation Committee shall consist of at least three (3) Directors appointed by the Board, the members of which shall be as follows: (1) the Spectrum Designee, provided that the Spectrum Stockholders hold more Shares than the TCV Stockholders, provided, further, that if the TCV Stockholders hold more Shares than the Spectrum Stockholders, then the TCV Designee shall serve on such Committee; (2) the GA Designee, (b) Compensation provided that the GA Stockholders hold more Shares than the TCV Stockholders, provided, further, that if the TCV Stockholders hold more Shares than the GA Stockholders, then the TCV Designee shall serve on such Committee. (c) Works Committee, (d) Financial Services Committee ; and (e3) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and non-Chief Executive Officer Common Designee, provided that if no person is serving as the other Committees shall only be called when it is necessary to analyze and manifest opinion on non-Chief Executive Officer Common Designee, then the matters under their competence (according to sub-clause 8.9.4). 8.9.2 Common Independent Designee. The Compensation Committee shall be comprised governed by six (6) membersa charter, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees which shall be comprised prepared by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members such Committee within 45 days of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit date hereof and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees which shall be defined and ruled by the internal regulations subject to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on the approval of the management accounts and financial statementsBoard, andwhich charter shall provide, yetamong other things, on specific areas object of audit; b) The that the Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating (i) reviewing and approving the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing granting of Power sales agreements exceeding R$ 5 million options to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition purchase shares of Common Stock of the Committees defined Company under sub-clause 8.9.2 above takes into consideration the current interest Option Plans including a framework for issuing options to purchase shares of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment Common Stock to newly hired employees that shall not be subject to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution approval of the Board or the Compensation Committee; and (ii) establishing, reviewing and approving the salary, bonuses, employee benefits and other employee compensation of Directorsany nature for management of the Company. (b) The Audit Committee shall consist of at least three (3) Directors appointed by the Board, the members of which shall be as follows: (1) the Spectrum Designee, provided that the Spectrum Stockholders hold more Shares than the TCV Stockholders, provided further that if the TCV Stockholders hold more Shares than the Spectrum Stockholders, then the TCV Designee shall serve on such Committee; (2) the GA Designee, provided that the GA Stockholders hold more Shares than the TCV Stockholders, provided further that if the TCV Stockholders hold more Shares than the GA Stockholders, then the TCV Designee shall serve on such Committee; and (3) the non-Chief Executive Officer Common Designee provided that if no person is serving as the non-Chief Executive Officer Common Designee, then the Common Independent Designee. The Audit Committee shall be governed by a charter, which shall be prepared by such Committee within ninety (90) days of the date hereof and which shall be subject to the approval of the Board, which charter shall provide, among other things, that the Audit Committee shall be responsible for: (i) making recommendations to the Board as a whole on the selection of outside auditors, (ii) reviewing audit procedures and results with the Company’s auditors, (iii) considering any matters arising from an audit to be brought to the attention of the Board, and (iv) addressing such other matters as are set forth in the Company’s Bylaws, as amended, or as normally within the purview of a corporation’s audit committee.

Committees. (a) The Company agrees that, after the Closing Date, each committee of the Board of Directors shall consist of three (3) Directors. The Company further agrees that the following shall apply with respect to committees of the Board of Directors, in : (i) the resolutions covering Nominating and Corporate Governance Committee shall consist of two (2) Directors to be designated by the activities both Non-Investor Directors and one (1) Investor Director to be designated by the Investor Directors; provided that each of such Directors shall be “independent” within the meaning of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committeeapplicable New York Stock Exchange listing standards, (bii) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall consist of two (2) Directors to be comprised designated by six the Non-Investor Directors and one (61) membersInvestor Director to be designated by the Investor Directors; provided that each of such Directors shall be “independent” within the meaning of the applicable New York Stock Exchange listing standards and satisfy the applicable independence requirements under Section 162(m) of the Internal Revenue Code and Section 16 of the Exchange Act; (iii) the Audit Committee shall consist of two (2) Directors to be designated by the Board of Directors and the Independent Director; provided that each of such Directors shall satisfy the requirements of Rule 10A-3 under the Exchange Act; and (iv) any other committee of the Board of Directors shall consist of two (2) Directors to be designated by the Non-Investor Directors and one (1) Investor Director, appointed by subject to any applicable Law and the applicable New York Stock Exchange listing standards. In the event the inability of an Investor Director to serve on the Board of Directors for any reason results in a vacancy on any such committee of the Board of Directors, being three (3the Investor shall have the right to require that the Replacement appointed pursuant to Section 2.1(f) or another Investor Director be immediately appointed to fill the vacancy left by VBCsuch Investor Director, two (2) by 521 and one (1) by BONAIREsubject to the provisions of this Section 2.3. The other Committees shall be comprised by four (4) members, appointed In the event an Investor Director is removed by the Board of DirectorsDirectors from any committee on which such Investor Director serves, being two the Investor shall have the right to require that another Investor Director (2designated by the Investor) appointed by VBCimmediately fill the committee vacancy as a result of such removal, one subject to the provisions of this Section 2.3. (1b) by 521 and one (1) by BONAIRE. Only the Members The Investor shall use its reasonable best efforts to promptly cause any Investor Director to resign from any committee of the Board may be appointed to the Compensation Committeeif, being the appointment of non Members as determined in good faith by a majority of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall service by such Investor Director on such committee would reasonably be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting expected to the Board an opinion on the approval of the management accounts and financial statements, and, yet, on specific areas object of audit; b) The Compensation Committee shall be responsible for coordinating the process of electing the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) The Works Committee shall be responsible for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditionsviolate applicable Law or applicable stock exchange rules. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board of Directors, in the resolutions covering the activities both 17.1 Any member of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Thunder Bay OSSTF who is asked to serve on any Teacher-Board Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members of the Board may be appointed to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) The Audit Committee shall be responsible for coordinating the internal audit procedures, appointing independent auditors when necessary and submitting to the Board an opinion on who accepts must have the approval of the management accounts President before standing as a member of any committee. Such approval shall be given within five school days. 17.2 If meetings of any Teacher-Board Committee (other than the negotiation committee) are called by the Board during the school day, the Principal will make reasonable attempts to arrange for the calling of supply teachers to cover the classes of teachers involved at no cost to the Federation, provided that the time involved is greater than one period. 17.3.1 To facilitate a fruitful exchange of ideas between the Board and financial statementsthe secondary school teachers, and, yet, on specific areas object of audit; b) The Compensation an Education Committee shall be responsible maintained. This Joint Committee shall meet on mutually agreeable dates at the request of either party. This Joint Committee shall consist of an equal number of Teachers as appointed by the local Federation and of Board representatives to a maximum total number of eight (8). This Joint Committee shall concern itself with the following: 17.3.1.1 Conditions of work for coordinating quality teaching, e.g. • Maximum number of students per classroom; • Teacher's assistants; • The number of non-teaching periods per week; • Adequate secretarial assistance; • Pupil/Teacher ratio; • Offices and storage space; • Improved communications with the process Board Office, etc. 17.3.1.2 Consultations with teachers with regard to new school buildings, extensions to existing buildings, and renovations to them. 17.3.1.3 In-service Teacher Training. 17.3.1.4 Implementations of electing new teaching techniques. 17.3.1.5 Any other matter of any other nature designed to improve the Chief Executive Officer teaching-learning situation in the Secondary School system. 17.4.1 The Teacher-Board Education Committee shall appoint a sub-committee on staff allocation by September 30, and maintain such a sub-committee from year to year to manage the staffing requirements of the secondary system and to allocate the system's "minimum eligible course obligations" for classroom teachers and the process FTE Guidance and Library teachers to each secondary school. 17.4.2 The sub-committee shall be comprised of assessing equal representation from the whole Executive Board (including and the Chief Executive Officer)Bargaining Unit: 17.4.3 The sub-committee shall: 17.4.3.1 Review, recommending possible dismissals; proposing as soon as feasible after the compensation level release of Ministry school board funding but no later than April 30th, the total complement of secondary system teaching personnel needed for the main officers and following year in accordance with Article 10.2; 17.4.3.2 Calculate the profit sharing bonus amounts as a consequence "minimum eligible course obligations" for the secondary system's classroom teachers in accordance with Section 170.2(2.1) of the performance appraisal; c) The Works Committee shall be responsible Education Act and applicable Regulations, and allocate to each school its share of the "minimum eligible course obligations" for evaluating the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing all of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditionsits secondary classroom teachers. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, 17.4.3.3 Review the number of Committee members which FTE staff, from those allocated to the referred PARTY will school in accordance with Article 17.4.3.2 above, to be entitled allocated to appoint shall be adapted to reflect such change, remaining, however, unchanged non-credit programmes in Special Education; 17.4.3.4 Review the number of committee members FTE teachers to be assigned in each of Guidance and Library and shall allocate to each school its share of the PARTY whose relative interest system FTE in the total BOUND SHARES was not amended. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of these areas; 17.4.3.5 Have the Committees shall be object right to review the application of reports surplus and proposals, which do not bind the resolution of the Board of Directors.redundancy procedures and ensure that procedures are properly followed;

Committees. (1) The Board of Directors, in the resolutions covering the activities both Executive Committee of the COMPANY Board shall consist of five Directors: (i) two Directors nominated by the Series A, B and its SUBSIDIARIES or ASSOCIATED COMPANIESE Preferred Directors (which nominees shall initially be Xxxxx X. Xxxxx, who shall be assisted by 5 Committeesentitled to serve on the Executive Committee for so long as he remains Chief Executive Officer of the Company, as follows: (aand Xxxxx X. Xxxxxxx) Audit Committee, (b) Compensation Committee. (c) Works Committee, (d) Financial Services Committee and (eii) Purchase or Sale three Directors nominated by the Series C and D Preferred Directors (which nominees shall initially be Xxxxx Xxxxxxx, Xxx Xxxxxxx and Xxxxxx XxXxxx). The Chairman of Components Committee. 8.9.1 The Audit Committees and the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Executive Committee shall be comprised by six (6) membersXxxxx X. Xxxxx, appointed by who shall hold such title for so long as he serves on the Board of DirectorsExecutive Committee, being three (3) appointed by VBCand, two (2) by 521 and one (1) by BONAIRE. The other Committees thereafter, the Chairman shall be comprised any successor Chief Executive Officer to Xxxxx X. Xxxxx. To the extent permitted by four (4) memberslaw, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 Executive Committee shall have and one (1) by BONAIRE. Only may exercise all the Members powers and authority of the Board may be appointed to in the Compensation Committee, being the appointment of non Members management of the Board acceptable as business and affairs of the Company; provided, however, that, in no event, shall the Executive Committee have the authority to authorize any action which requires Super-Majority Approval under this Agreement. If at least four of the members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assistedentire Executive Committee shall not agree on a decision with respect to any matter over which it has authority to act, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees such matter shall be defined and ruled by the internal regulations referred to be approved by the Board of Directorsfor its determination. Without limiting the foregoing, being it hereby defined that: a) The Audit is intended that the Executive Committee shall be responsible for coordinating the internal audit proceduressuch matters as non-annual (project level) budget approvals, appointing independent auditors when necessary commitment of capital, incurrence of debt and submitting significant contractual relations. The Executive Committee shall maintain minutes of its meetings and report to the Board an opinion on the approval all of its proceedings. (2) The Audit Committee of the Board shall consist of four Directors: (i) two Directors nominated by the Series A, B and E Preferred Directors, who shall not be officers or employees of the Company (which nominees shall initially be Messrs. Xxxxxx Xxxxx and G. Xxx Xxxx) and (ii) two Directors nominated by the Series C and D Preferred Directors (which nominees shall initially be Messrs. Xxxxx Xxxxxxx and Xxxxxx XxXxxx). Subject to Section 2.1(c), the Series C and D Preferred Directors shall have the right to designate the Chairman of the Audit Committee of the Board. The Audit Committee shall recommend the engagement of independent auditors, review and consider actions of management accounts in matters relating to audit function, review with independent auditors the scope and results of their audit engagement, review the system of internal controls and procedures of the Company and its Subsidiaries, and review the effectiveness of procedures intended to prevent violations of law and regulations. The Audit Committee shall also approve the engagement letter of the Company's independent accountants, direct the internal control (or internal audit) department, if any, be authorized to direct agreed upon procedures review by independent public accountants or consultants and review and approve all public securities filings and audited financial statements, and, yet, on specific areas object of audit;. b(3) The Compensation Committee of the Board shall consist of four Directors: (i) two Directors nominated by the Series A, B and E Preferred Directors, who shall not be officers or employees of the Company (which nominees shall initially be Messrs. Xxxxx Xxxxxxx and Xxxxx X. Xxxxxxx), and (ii) two Directors nominated by the Series C and D Preferred Directors (which nominees shall initially be Messrs. Xxxxx Xxxxxxx and Xxx Xxxxxxx). The xxxxx or allocation of rights, warrants, options or other agreements to purchase Common Stock or any security convertible into or exchangeable for Common Stock under any Option Plan or as compensation to any employee, consultant, Director or officer of the Company shall require approval of a majority of the members of the Compensation Committee. (4) The Board shall establish a Strategic Steering Committee, which shall be responsible for coordinating a management committee. The Strategic Steering Committee shall consist of Xxxxx X. Xxxxx, three members appointed by the process Series C and D Preferred Directors (which members need not be Directors and which members shall initially include Xxx X. Xxxxxxx) and three senior managers of electing the Company appointed by the Chief Executive Officer and the process of assessing the whole Executive Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence of the performance appraisal; c) Company. The Works Strategic Steering Committee shall be responsible for evaluating and recommending new products, technologies and strategies with a view towards ensuring the supplier selection process for construction work and assembly in works with amounts over R$ 10 million, issuing an opinion on ultimate success of the best proposal; d) The Financial Service Committee Company by continually meeting the changing needs of customers of the Company. There shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposal; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition no chairman of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remaining, however, unchanged the number of committee members of the PARTY whose relative interest in the total BOUND SHARES was not amendedStrategic Steering Committee. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.

Committees. The Board of Directors, in the resolutions covering the activities both of the COMPANY and its SUBSIDIARIES or ASSOCIATED COMPANIES, shall be assisted by 5 Committees, as follows: (a) Audit Committee, The Board may establish committees of the Board and may delegate certain of its responsibilities to such committees. (b) Compensation The Board shall have an audit committee (the “Audit Committee”) comprised of not less than three Directors, all of whom shall be Independent Directors. (c) Works Committee, (d) Financial Services Committee and (e) Purchase or Sale of Components Committee. 8.9.1 The Audit Committees and committee shall establish a written audit committee charter in accordance with the Compensation Committees shall be permanent and the other Committees shall only be called when it is necessary to analyze and manifest opinion on the matters under their competence (according to sub-clause 8.9.4). 8.9.2 The Compensation Committee shall be comprised by six (6) members, appointed by the Board of Directors, being three (3) appointed by VBC, two (2) by 521 and one (1) by BONAIRE. The other Committees shall be comprised by four (4) members, appointed by the Board of Directors, being two (2) appointed by VBC, one (1) by 521 and one (1) by BONAIRE. Only the Members rules of the Board may be appointed New York Stock Exchange, Inc. (the “NYSE”), as amended from time to the Compensation Committee, being the appointment of non Members of the Board acceptable as members of the other Committees. 8.9.3 The Audit and Compensation Committees may be assisted, in the exercise of their tasks, by professionals, whether they are or not employees of COMPANY. 8.9.4 The detailing of the matters to be submitted to prior analysis of each of the Committees shall be defined and ruled by the internal regulations to be approved by the Board of Directors, being it hereby defined that: a) time. The Audit Committee shall be responsible for coordinating (1) approving or disapproving, as the internal audit procedurescase may be, appointing independent auditors when necessary any matters regarding the business and submitting affairs of the Company and the Partnership required to be considered by, or submitted to, the Audit Committee pursuant to the terms of the Holdings Partnership Agreement, (2) amending (a) Section 2.1(b), (b) Section 4.7, (c) the definitions of “Audit Committee” or “Special Approval” (d) the requirement that at least three directors be Independent Directors, or (e) this Section 4.4(b) and (3) performing such other functions as the Board an opinion may assign from time to time, or as may be specified in the charter of the Audit Committee. In acting or otherwise voting on the approval matters referred to in this Section 4.4(b), to the fullest extent permitted by law, including Section 18-1101(c) of the management accounts Act and financial statementsSection 17-1101(c) of the Delaware Revised Uniform Limited Partnership Act, andas amended from time to time, yetthe Directors constituting the Audit Committee shall consider only the interest of the Company or the Partnership, on specific areas object as applicable. Any matter approved by the Audit Committee in the manner provided for in the Holdings Partnership Agreement shall be conclusively deemed to be fair and reasonable to the Partnership and not a breach by the Company of audit;any fiduciary or other duties owed to the Partnership by the Company (or the members of the Board of Directors or any of their or the Company’s Affiliates). b(c) The Board may have a compensation committee comprised of those Directors appointed thereto from time to time by the Board; provided, however, that if no Directors have been so appointed to the compensation committee, then the entire Board shall serve as the compensation committee (the “Compensation Committee”). The Compensation Committee shall be responsible charged with setting compensation for coordinating officers of the process of electing the Chief Executive Officer Company and the process Partnership, as well as administering any Incentive Plans put in place by the Company or the Partnership. Any non-reimbursable compensation shall be set by the Member. (d) A majority of assessing any committee may determine its action and fix the whole Executive time and place of its meetings unless the Board (including the Chief Executive Officer), recommending possible dismissals; proposing the compensation level for the main officers and the profit sharing bonus amounts as a consequence shall otherwise provide. Notice of such meetings shall be given to each member of the performance appraisal; c) committee in the manner provided for in Section 4.3(c). The Works Committee Board shall have power at any time to fill vacancies in, or to change the membership of, any committee, or to dissolve any such committee. Nothing herein shall be responsible for evaluating deemed to prevent the supplier selection process for construction work and assembly Board from appointing one or more committees consisting in works with amounts over R$ 10 million, issuing an opinion on the best proposal; d) The Financial Service Committee shall be responsible for evaluating the supplier selection process for financial services for contracts exceeding R$ 10 million, issuing an opinion on the best proposalwhole or in part of persons who are not Directors; and e) the Component Purchase and Sale Committee shall be responsible for: evaluating the supplier selection process for contracts exceeding R$ 5 million which may involve RELATED PARTIES, issuing an opinion on the best proposal; monitor the closing of Power sales agreements exceeding R$ 5 million to RELATED PARTIES, assuring the compliance with market conditions. 8.9.5 The composition of the Committees defined under sub-clause 8.9.2 above takes into consideration the current interest of the PARTIES in the control group constituted by the BOUND SHARES. In case of amendment to the interest of any of the PARTIES in the total BOUND SHARES, the number of Committee members which the referred PARTY will be entitled to appoint shall be adapted to reflect such change, remainingprovided, however, unchanged the number of that no such committee members shall have or may exercise any authority of the PARTY whose relative interest in the total BOUND SHARES was not amendedBoard. 8.9.6 People who may have, actual or potential conflict of interests or which are connected to RELATED PARTIES which main activities imply the existence, actual or potential, of conflict of interests, shall not participate of the non permanent Committee of Works and of Purchase or Sale of Components. 8.9.7 The matters analyzed by each of the Committees shall be object of reports and proposals, which do not bind the resolution of the Board of Directors.