Common use of Composition of the Supervisory Board Clause in Contracts

Composition of the Supervisory Board. (a) The Sugar and Ethanol Co shall have a supervisory board (Conselho de Administração) (the “Supervisory Board”). (b) Subject to Section 5.01(d), Section 5.01(e), Section 7.06, Section 7.07 and Section 9.04, the Supervisory Board shall have six voting members, comprising: (i) three Qualifying Persons designated by Cosan in its sole discretion; provided that one of such three shall be ROSM while he is not Deceased or Disqualified (each as defined in the Joint Venture Agreement) or no longer willing to serve as a member of the Supervisory Board; and (ii) three Qualifying Persons designated by Shell in its sole discretion, who shall each serve, subject to Sections 5.04 and 5.05, for a term of three years. (c) Subject to applicable law, there shall be no restriction on Cosan or Shell re-designating any then existing member of the Supervisory Board for any subsequent term of office. (d) The Parties hereto agree as follows: (i) If Shell fails to pay to the Sugar and Ethanol Co in full each of its capital subscription contribution obligations (together with accrued interest as specified in the Framework Agreement) existing on the Closing Date pursuant to the relevant Boletim de Subscrição within 30 days of receipt of written notice from Cosan of a failure to make payment at the relevant time that such amount is due thereunder, then interest shall accrue at the Default Interest Rate from the date of such receipt until payment is made and Shell will only be entitled to: (1) vote the JV Securities then Beneficially Owned by Shell at any Shareholders’ Meeting with respect to those matters set forth in Part 2 of Annex B (and Cosan shall otherwise be entitled to vote all of the JV Securities then Beneficially Owned by Shell at any Shareholders’ Meeting with respect to all other matters); and (2) have its remaining nominees on the Supervisory Board vote on those matters set forth in Part 4 of Annex D (and those nominees shall not be entitled to vote on any other matters whatsoever). The Chairperson of the relevant Shareholders’ Meeting shall refrain from counting any vote exercised in violation of this Section 5.01(d). Further, in such event, Section 5.01(e) shall apply. During the period from the date that any amount is owing by Shell in respect of any capital subscription contribution obligation to the date such amount (together with any accrued interest) is settled in full, any regular dividends due to Shell shall be set-off against amounts owing by Shell pursuant to the Shell Pledge Agreement; and (ii) If Shell makes any delinquent capital contribution in full (together with accrued interest) at any time on or before the date that is 90 days after the date that such capital contribution had been due, the governance rights of Cosan and Shell shall return to the status quo ante that pertained prior to such capital subscription contribution obligation. (e) If Shell’s or Cosan’s respective holdings of outstanding common shares of Sugar and Ethanol Co are reduced relative to the other such Shareholder for any reason (whether due to any of Section 5.01(d), Section 7.06, Section 7.07 or Section 9.04 or otherwise) (the “Affected Shareholder”), then until such Section is no longer applicable, the following shall apply: (i) the size of the Supervisory Board may be increased or decreased by the other Shareholder; provided that, at any time after the completion of a Shell Partial Call Option (but before any completion of the Cosan Partial Call Option), in no event may the Supervisory Board contain less than eight members; and (ii) the Affected Shareholder shall be entitled to designate a number of Qualifying Persons to the Supervisory Board that is proportional at any such time to the percentage of then outstanding common shares held by such Affected Shareholder (or, as applicable, Cosan) (rounded downwards (but for this purpose, disregarding any rounding upwards effected in connection with the exercise and completion of any option under the Joint Venture Agreement), but in no event less than one.

Composition of the Supervisory Board. (a) The Sugar and Ethanol Downstream Co shall have a supervisory board (Conselho de Administração) (the “Supervisory Board”). (b) Subject to Section 5.01(d), Section 5.01(e), Section 7.06, Section 7.07 7.06 and Section 9.04, the Supervisory Board shall have six voting members, comprising: (i) three Qualifying Persons designated by Cosan in its sole discretion; provided that one of such three shall be ROSM while he is not Deceased or Disqualified (each as defined in the Joint Venture Agreement) or no longer and (subject to Section 5.02(c)) willing to serve as a member of the Supervisory Board; and (ii) three Qualifying Persons designated by Shell in its sole discretion, who shall each serve, subject to Sections 5.04 and 5.05, for a term of three years. (c) Subject to applicable law, there shall be no restriction on Cosan (i) Cosan, or (ii) Shell re-designating any then existing member of the Supervisory Board for any subsequent term of office. (d) The Parties hereto agree as follows: (i) If Shell fails to pay to any amounts due and owing under clause 2.4(a) of the Sugar and Ethanol Co in full each of its capital subscription contribution obligations (together with accrued interest as Framework Agreement at the time specified in the Framework Agreement) existing on the Closing Date pursuant to the relevant Boletim de Subscrição that clause within 30 days of receipt of written notice from Cosan of a failure to make payment at the relevant time that such amount is due thereundertimely payment, then interest shall accrue at the Default Interest Rate from the date of such receipt until payment is made and Shell will only be entitled to: (1A) vote the JV Securities then Beneficially Owned by Shell at any Shareholders’ Meeting with respect to those matters set forth in Part 2 of Annex B (and Cosan shall otherwise be entitled to vote all of the JV Securities then Beneficially Owned by Shell at any Shareholders’ Meeting with respect to all other matters); and (2B) have its remaining nominees on the Supervisory Board vote on those matters set forth in Part 4 of Annex D (and those nominees shall not be entitled to vote on any other matters whatsoever). The Chairperson of the relevant Shareholders’ Meeting shall refrain from counting any vote exercised in violation of this Section 5.01(d). Further, in such event, Section 5.01(e) shall apply. During the period from the date that any amount is owing by Shell in respect of any capital subscription contribution obligation to the date such amount (together with any accrued interest) is settled in full, any regular dividends due to Shell shall be set-off against amounts owing by Shell pursuant to the Shell Pledge Agreement; and (ii) If Shell makes any delinquent capital contribution in full (together with accrued interest) at any time on or before the date that is 90 days after the date that such capital contribution had been due, the governance rights of Cosan and Shell shall return to the status quo ante that pertained prior to such capital subscription contribution obligation. (e) If Shell’s or Cosan’s the respective holdings of outstanding common shares of Sugar and Ethanol Downstream Co from Shell or from Cosan are reduced relative to the other such Shareholder for any reason (whether due to any of Section 5.01(d), Section 7.06, Section 7.07 7.06 or Section 9.04 or otherwise) (the “Affected Shareholder”), then until such Section is no longer applicable, the following shall apply: (i) the size of the Supervisory Board may be increased or decreased by the other Shareholder; provided that, at any time after the completion of a Shell Partial Call Option (but before any completion of the Cosan Partial Call Option), in no event may the Supervisory Board contain less than eight members; and (ii) the Affected Shareholder shall be entitled to designate a number of Qualifying Persons to the Supervisory Board that is proportional at any such time to the percentage of then outstanding common shares held by such Affected Shareholder (or, as applicable, Cosan) (rounded downwards (but for this purpose, disregarding any rounding upwards effected in connection with the exercise and completion of any option under the Joint Venture Agreementdownwards), but in no event less than one.

Composition of the Supervisory Board. (a) The Sugar and Ethanol Co Company shall have a supervisory board (Conselho de Administração) (the “Supervisory Board”). (b) Subject The Supervisory Board shall have a minimum of eight and a maximum of fourteen voting members. Except in the circumstances to which Section 5.01(d), Section 5.01(e), Section 7.06, Section 7.07 and Section 9.045.01(f) refers, the Supervisory Board shall have six eight voting members, members comprising: (i) three Qualifying Persons designated by Cosan in its sole discretion; provided that one of such three shall be ROSM while he is not Deceased or Disqualified (each as defined in the Joint Venture Agreement) or no longer and (subject to Section 5.02(c)) willing to serve as a member of the Supervisory Board; and; (ii) three Qualifying Persons designated by Shell in its sole discretion, provided that one of such three shall be the Vice Chairperson as long as ROSM is serving as Chairperson, who shall each serve, subject to Sections 0 and 5.05, for a term of two years; and (iii) two independent members appointed in accordance with Section 5.01(e), which vote for avoidance of doubt shall not be bound by the provisions of this Agreement. (c) Subject to applicable law, there shall be no restriction on (i) Cosan, or (ii) Shell re-designating any existing member of the Supervisory Board for any subsequent term of office. (d) The Shareholders agree to waive to the fullest extent possible, and undertake to refrain from requesting the adoption of, the cumulative voting procedure (voto múltiplo) and/or the election by the special separate voting procedure (eleição em separado), if and when applicable, and further undertake to exercise their voting rights in any such election to give effect to the provisions of this Section 5.01. (e) Each of Cosan and Shell shall designate one independent member of the Supervisory Board, provided such person is independent pursuant to the regulatory requirements issued by Comissão de Valores Mobiliários – CVM and B3. If one or more Non-Party Holders elect a member to the Supervisory Board in accordance with the Brazilian Corporation Law, and such member is an independent member of the Supervisory Board (pursuant to the regulatory requirements issued by Comissão de Valores Mobiliários – CVM and B3), then Cosan and Shell shall jointly designate the remaining independent member to complete the Supervisory Board. If the Shareholders are unable to agree on an independent member for a period of 30 days, then: (i) each Shareholder shall propose two candidates to be designated an independent member of the Supervisory Board (provided such persons are independent pursuant to the regulatory requirements issued by Comissão de Valores Mobiliários – CVM and B3), which persons may be vetoed by the other Shareholder (but solely for reasons related to such person’s qualifications, experience, track record, personal profile or his or her failure to satisfy the requirement of independence pursuant to the regulatory requirements issued by Comissão de Valores Mobiliários – CVM and B3); (ii) if the candidates proposed by a Shareholder are vetoed pursuant to paragraph (i) above, such Shareholder may propose additional candidates until the Shareholders have agreed on two mutually agreeable candidates; and (iii) the Shareholder that has not appointed the Chairperson shall choose one of the proposed candidates and each Shareholder shall vote its JV Securities in order to elect such person as an independent member of the Supervisory Board. (f) If one or more Non-Party Holders elect a member to the Supervisory Board in accordance with the Brazilian Corporation Law, and such member is not an independent member of the Supervisory Board (pursuant to the regulatory requirements issued by Comissão de Valores Mobiliários – CVM and B3), then Cosan and Shell shall take all necessary action to promptly increase the number of voting members of the Supervisory Board to fourteen, which will then be comprised as follows: (i) the member designated by the Non-Party Holders; (ii) five Qualifying Persons designated by Cosan in its sole discretion; provided that one of such five shall be ROSM while he is not Deceased or Disqualified (each as defined in the Joint Venture Agreement) and (subject to Section 5.02(c)) willing to serve as a member of the Supervisory Board; (iii) five Qualifying Persons designated by Shell in its sole discretion, who shall each serve, subject to Sections 5.04 0 and 5.05, for a term of three two years. (c) Subject to applicable law, there shall be no restriction on Cosan or Shell re-designating any then existing member of the Supervisory Board for any subsequent term of office. (d) The Parties hereto agree as follows: (i) If Shell fails to pay to the Sugar and Ethanol Co in full each of its capital subscription contribution obligations (together with accrued interest as specified in the Framework Agreement) existing on the Closing Date pursuant to the relevant Boletim de Subscrição within 30 days of receipt of written notice from Cosan of a failure to make payment at the relevant time that such amount is due thereunder, then interest shall accrue at the Default Interest Rate from the date of such receipt until payment is made and Shell will only be entitled to: (1) vote the JV Securities then Beneficially Owned by Shell at any Shareholders’ Meeting with respect to those matters set forth in Part 2 of Annex B (and Cosan shall otherwise be entitled to vote all of the JV Securities then Beneficially Owned by Shell at any Shareholders’ Meeting with respect to all other matters); and (2) have its remaining nominees on the Supervisory Board vote on those matters set forth in Part 4 of Annex D (and those nominees shall not be entitled to vote on any other matters whatsoever). The Chairperson of the relevant Shareholders’ Meeting shall refrain from counting any vote exercised in violation of this Section 5.01(d). Further, in such event, Section 5.01(e) shall apply. During the period from the date that any amount is owing by Shell in respect of any capital subscription contribution obligation to the date such amount (together with any accrued interest) is settled in full, any regular dividends due to Shell shall be set-off against amounts owing by Shell pursuant to the Shell Pledge Agreement; and (iiiv) If Shell makes any delinquent capital contribution in full (together with accrued interest) at any time on or before the date three independent members, provided that is 90 days after the date that such capital contribution had been due, the governance rights of Cosan and Shell shall return to the status quo ante that pertained prior to such capital subscription contribution obligation. (e) If Shell’s or Cosan’s respective holdings of outstanding common shares of Sugar and Ethanol Co are reduced relative to the other such Shareholder for any reason (whether due to any of Section 5.01(d), Section 7.06, Section 7.07 or Section 9.04 or otherwise) (the “Affected Shareholder”), then until such Section is no longer applicable, the following shall applyshall: (i) the size of the Supervisory Board may be increased or decreased by the other Shareholder; provided that, at any time after the completion of a Shell Partial Call Option (but before any completion of the Cosan Partial Call Option), in no event may the Supervisory Board contain less than eight members; and (ii) the Affected Shareholder shall be entitled to designate a number of Qualifying Persons to the Supervisory Board that is proportional at any such time to the percentage of then outstanding common shares held by such Affected Shareholder (or, as applicable, Cosan) (rounded downwards (but for this purpose, disregarding any rounding upwards effected in connection with the exercise and completion of any option under the Joint Venture Agreement), but in no event less than one.

Composition of the Supervisory Board. (a) The Sugar and Ethanol Downstream Co shall have a supervisory board (Conselho de Administração) (the “Supervisory Board”). (b) Subject to Section ‎Section 5.01(d), Section 5.01(e), Section ‎Section 7.06, Section ‎Section 7.07 and Section ‎Section 9.04, the Supervisory Board shall have six voting members, comprising: (i) three Qualifying Persons designated by Cosan in its sole discretion; provided that one of such three shall be ROSM while he is not Deceased or Disqualified (each as defined in the Joint Venture Agreement) or no longer willing to serve as a member of the Supervisory Board; and (ii) three Qualifying Persons designated by Shell in its sole discretion, who shall each serve, subject to Sections 5.04 ‎5.04 and 5.05‎5.05, for a term of three years. (c) Subject to applicable law, there shall be no restriction on Cosan or Shell re-designating any then existing member of the Supervisory Board for any subsequent term of office. (d) The Parties hereto agree as follows: (i) If Shell fails to pay to any amounts due and owing under clause 2.4(a) of the Sugar and Ethanol Co in full each of its capital subscription contribution obligations (together with accrued interest as Framework Agreement at the time specified in the Framework Agreement) existing on the Closing Date pursuant to the relevant Boletim de Subscrição that clause within 30 days of receipt of written notice from Cosan of a failure to make payment at the relevant time that such amount is due thereundertimely payment, then interest shall accrue at the Default Interest Rate from the date of such receipt until payment is made and Shell will only be entitled to: (1A) vote the JV Securities then Beneficially Owned by Shell at any Shareholders’ Meeting with respect to those matters set forth in Part 2 of Annex B (and Cosan shall otherwise be entitled to vote all of the JV Securities then Beneficially Owned by Shell at any Shareholders’ Meeting with respect to all other matters); and (2B) have its remaining nominees on the Supervisory Board vote on those matters set forth in Part 4 of Annex D (and those nominees shall not be entitled to vote on any other matters whatsoever). The Chairperson of the relevant Shareholders’ Meeting shall refrain from counting any vote exercised in violation of this Section ‎Section 5.01(d). Further, in such event, Section 5.01(e‎Section 5.01(d) shall apply. During the period from the date that any amount is owing by Shell in respect of any capital subscription contribution obligation to the date such amount (together with any accrued interest) is settled in full, any regular dividends due to Shell shall be set-off against amounts owing by Shell pursuant to the Shell Pledge Agreement; and (ii) If Shell makes any delinquent capital contribution in full (together with accrued interest) at any time on or before the date that is 90 days after the date that such capital contribution had been due, the governance rights of Cosan and Shell shall return to the status quo ante that pertained prior to such capital subscription contribution obligation. (e) If Shell’s or Cosan’s respective holdings of outstanding common shares of Sugar and Ethanol Downstream Co are reduced relative to the other such Shareholder for any reason (whether due to any of Section 5.01(d5.01‎(d), Section ‎Section 7.06, Section ‎Section 7.07 or Section ‎Section 9.04 or otherwise) (the “Affected Shareholder”), then until such Section is no longer applicable, the following shall apply: (i) the size of the Supervisory Board may be increased or decreased by the other Shareholder; provided that, at any time after the completion of a Shell Partial Call Option (but before any completion of the Cosan Partial Call Option), in no event may the Supervisory Board contain less than eight members; and (ii) the Affected Shareholder shall be entitled to designate a number of Qualifying Persons to the Supervisory Board that is proportional at any such time to the percentage of then outstanding common shares held by such Affected Shareholder (or, as applicable, Cosan) (rounded downwards (but for this purpose, disregarding any rounding upwards effected in connection with the exercise and completion of any option under the Joint Venture Agreement), but in no event less than one.