Common use of Conditions to the Obligations of Buyer Clause in Contracts

Conditions to the Obligations of Buyer. The obligation of Buyer to effect the Closing is subject to the satisfaction (or waiver agreed to in writing by the Buyer) at or prior to the Closing of the following conditions: (a) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth in Section 4.3(a) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only as of such date), except where the failures of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects; (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of such Seller by a duly authorized officer, certifying as to the satisfaction of the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil.

Conditions to the Obligations of Buyer. The obligation In addition to the conditions set forth in Section 7.1, the obligations of Buyer to effect consummate the transactions contemplated by this Agreement to be consummated at the Closing is are subject to the satisfaction or (or to the extent permitted by Law) waiver agreed to in writing by the Buyer) Buyer at or prior to the Closing Date of the following further conditions: (a) (i) Each each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties of HNR or Seller, as applicable, (i) set forth in Section 4.3(a4.2(a), Section 4.2(b), Section 4.2(c), Section 4.2(d), Section 4.2(e) and Section 4.2(f) (Ownership; Capitalization), Section 4.3 (Authority Relative to Agreement), and Section 4.12 (Brokers), (collectively, the “Fundamental Representations”) shall be true and correct in all respects on at and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (iiiii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and hereof (if an Indirect Sale is other than the Fundamental Representations) (x) to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case extent qualified as to any “material” materiality or “Material Adverse Effect” Effect or other similar qualifiers) qualifications contained therein, shall be true and correct on in all respects, and (y) to the extent not so qualified, shall be true and correct in all material respects, in each case, at and as of the date hereof (solely with respect to ESC, CCSA of this Agreement and the HoldCo SellersClosing Date; provided, if any)however, on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only as of such date), except where the failures of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties condition set forth in this Section 7.2(a) (x) shall be a condition deemed to have been satisfied even if any such representations and warranties are not so true and correct if the failure of such representations and warranties to be so true and correct is the direct result of any actions or omissions of Buyer’s obligation to close , CT Energia, or any of their respective officers, directors, shareholders or employees with respect to all the business, assets, liabilities, condition (financial or otherwise) or results of operations of Seller or any of its Subsidiaries, including the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller)Petrodelta Companies; (ib) The covenants HNR and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing Seller shall have been duly performed or complied in all material respects except as would not reasonably be expected to (A) be material with each agreement and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in covenant required by this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at by it on or prior to the Closing shall have been duly performed and complied with in all material respectsDate; (c) At since the Closingdate of this Agreement, (i) no Regulatory Approvals there shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or not have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by occurred any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by BuyerMaterial Adverse Effect; (d) [Reserved]; (e) Since the HNR and Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall each have delivered to Buyer a certificate, dated the Closing Date and signed on behalf by an executive officer of such Seller by a duly authorized officerHNR or Seller, as applicable, certifying as to the satisfaction of effect that the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(i)7.2(c) have been satisfied; (e) there shall not have been and be continuing an Insolvency Event in respect of HNR or Seller; provided, however, that the condition set forth in this Section 7.2(e) shall be deemed to have been satisfied if a court of competent jurisdiction shall have entered an Order approving the Sale of Subject Shares following the occurrence of such Insolvency Event; (f) since the date of this Agreement, there shall not have occurred any material adverse effect with respect to the business, assets, liabilities, condition (financial or otherwise) or results of operations of Petrodelta; (g) Neither the Company nor any of its Subsidiaries Specified Approvals shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole;been obtained; and (ih) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers HNR shall have delivered to Buyer a certificatethe SPA Termination Agreement, dated and effective as of the Closing Date Date, and signed on behalf by an executive officer of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do BrasilHNR.

Conditions to the Obligations of Buyer. The obligation obligations of Buyer to effect consummate, or cause to be consummated, the Closing is Merger are subject to the satisfaction (of the following additional conditions, any one or waiver agreed to more of which may be waived in writing by the Buyer) at or prior to the Closing of the following conditions: (a) (i) Each The representations and warranties of the Seller Company (other than the Fundamental WarrantiesCompany Representations and those set forth in Sections 4.23(a)) contained in Article IV, (if an Indirect Sale is disregarding all qualifications contained herein relating to occur at the Closing) and the HoldCo Fundamental Warranties materiality or Material Adverse Effect, 041945-0274-16051-Active.21513949.1 shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the as if made anew at and as of that date, except with respect to representations and warranties that speak as to an earlier date, which representations and warranties shall be true and correct at and as of such date, except for any inaccuracy or omission that individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Fundamental Company Representations (other than those set forth in Section 4.3(a4.6(a), the first two sentences of Section 4.6(c), and Section 4.6(d)) shall be true and correct in all material respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date Date, as if made anew at and (iii) other than for such Seller as of that date, except with respect to the Fundamental Warranties and HoldCo Fundamental Warranties and for the Company Representations that speak as to an earlier date, which representations and warranties shall be true and correct in all material respects at and as of such date. The representations and warranties of the Company set forth in Section 4.3(a4.6(a), the representations first two sentences of Section 4.6(c), and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiersSection 4.6(d) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSAexcept for de minimis failures) and on and as of the Closing Date (except for such Date, as if made anew at and as of that date. The representations and warranties that are made as of another specific date which the Company set forth in Section 4.23(a) shall be required to be true and correct only as of such the Closing Date, as if made anew at and as of that date), except where the failures of such representations and warranties in this clause . (iiib) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy Each of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary covenants of the Company but (y) shall otherwise to be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions performed at or prior to the Closing shall have been duly performed in all material respects except respects. (c) The Company shall have delivered to Buyer a certificate signed by an officer of the Company, dated as would not reasonably be expected to (A) be material and adverse of the Closing Date, certifying that, to the Company knowledge and its Subsidiaries taken as a whole or belief of such officer, the conditions specified in Section 10.2(a) and Section 10.2(b) have been fulfilled. (Bd) prevent, materially impairHoldings shall have received, or materially delay will receive contemporaneously with the Transactions Closing, the full amount of the Debt Financing proceeds. (e) The representations and (ii) solely with respect to the Buyer’s obligation to effect warranties of Parent, Holdings and Merger Sub contained in Article VI shall be true and correct in all material respects as of the Closing with respect Date as if made anew at and as of that date; provided that the representations and warranties that speak as to a particular Seller, an earlier date shall be true and correct in all material respects at and as of such earlier date. (f) Each of the covenants of Parent, Holdings and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) Merger Sub to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects;. (cg) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers Parent shall have delivered to Buyer a certificatecertificate signed by an officer of Parent, dated as of the Closing Date Date, certifying that, to the knowledge and signed on behalf belief of such Seller by a duly authorized officer, certifying as to the satisfaction of the conditions precedent set forth specified in Section 7.2(a), Section 7.2(b10.2(e) and Section 7.2(i);10.2(f) have been fulfilled. (gh) Neither Since the Company nor date of this Agreement, there has not been any change, effect, event, occurrence, state of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix)facts or development that, except for such actions that are (A) required by Law, (B) expressly required by this Agreement individually or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (aggregate, has had, or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely expected to either (1) have have, a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied Effect on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do BrasilCompany.

Conditions to the Obligations of Buyer. The In addition to the conditions set forth in Section 7.1, the obligation of Buyer to effect consummate this Agreement and the Closing is Transactions are subject to the satisfaction (or waiver agreed to in writing by the Buyer) fulfillment, at or prior to the Closing Closing, of the following conditionsadditional conditions precedent: (a) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at representations and warranties of the Closing) and the HoldCo Fundamental Warranties Company contained in Section 2 shall be true and correct in all material respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth in Section 4.3(a) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made qualified by their terms as of another specific date to materiality, which representations and warranties as so qualified shall be required to be true and correct only in all respects) as of such date)the date of this Agreement and as of the Closing as though made on and as of the Closing; and the Company shall, except where on or before the failures Closing, have performed all of such representations and warranties in this clause (iii) its obligations hereunder which by the terms hereof are to be so true and correct has not had performed on or would not reasonably be likely to have, in before the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller);Closing. (ib) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing There shall have been duly performed in all material respects except as would not no event or series of events that has had or could reasonably be expected to (A) be material and adverse to have a Material Adverse Effect since the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects;date hereof. (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the The Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificate, certificate of the Company's President and Chief Financial Officer dated as of the Closing Date and signed on behalf of such Seller by a duly authorized officer, certifying as (i) to the satisfaction of effect that the conditions precedent statements set forth in Section 7.2(a), Section 7.2(bparagraphs (a) and Section 7.2(i); (gb) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are above and paragraphs (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”k), (iil), (n) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iiio) there shall be no dispute, threatened (below in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material Section 7.2 are true and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closingcorrect, and (ii) certifying as to the number of shares of Common Stock outstanding on a fully diluted basis (after giving effect to the issuance of Common Stock upon the exercise or conversion of all outstanding Rights and other securities, other than any such Rights or other securities having an exercise or strike price that equates to more than $1.00 per share). (d) The Company shall have executed and delivered to Buyer the agreement (the "Registration Rights Agreement"), substantially in the form set forth in Exhibit D hereto, relating to the registration of the Shares under applicable federal and state securities laws. (e) Buyer shall have received the agreement (the "Stockholders' Agreement"), substantially in the form set forth in Exhibit E hereto, of certain stockholders of the Company, including but not limited to ICG Holdings, Inc., Communication Ventures III, L.P., Communication Ventures III CEO & Entrepreneurs' Fund, L.P., ComVen III, L.L.C., Xxxxxx Xxxxxx and Xxxxxxx Xxxxx, not to transfer or in any way dispose of any shares of Common Stock owned by each such stockholder for a term not less than twelve months, tovote for Buyer's designees for a majority of the members of the Board of Directors of the COMPANY, and as to those other matters set forth therein. (f) The Board of Directors of the Company shall consist of nine members, five of whom shall be those persons designated by Buyer and four shall be those persons designated by the Company. The Chairman of the Board shall be a director designated by Buyer. (g) The Company shall have issued to Buyer one or more certificates representing the Shares. (h) The Company shall have assumed the Assumed Liabilities by execution and delivery of an instrument reasonably satisfactory to Buyer and its counsel (including the agreement to require that all subsequent transferees of any of the Fiber Ring Assets agree to be bound by, comply with respect and perform all of Buyer's (and its affiliates') obligations (i) to a Closing municipalities and other governmental authorities under city rights grants and agreements and (ii) under customer and other agreements, in each case related to such transferred assets) and Buyer shall have been released or otherwise indemnified to its reasonable satisfaction from all obligations related thereto. (i) The Company and Buyer shall have mutually agreed upon the identity of the Transferred Employees and the compensation and benefits to be made available to each of such individuals. (j) The Company shall have consolidated its obligation to satisfy the minimum revenue commitments that apply regardless of its use or purchase of products or services pursuant to the following agreements: (i) GTE Telecom Incorporated Capacity Agreement (CA No. Universal-99001) with a Seller that is either Level 3 Communications, LLC (pursuant to an Other Significant Shareholder assignment from Genuity Telecom Inc.) dated August 20, 1999, as amended and (ii) Terms and Conditions for Delivery of Service with Level 3 Communications, LLC executed by Universal Access, Inc. on November 15, 1999, as amended or an Other Shareholder Parentsupplemented, into one minimum revenue commitment totaling no more than $175,000 per month. The aggregate cash payments (other than cash payments for actual services utilized and billed at then fair market value) paid by the Closing with respect to all Sellers in respect Company and the Subsidiaries for the consolidation of which a Closing has such minimum revenue commitments shall not yet occurred must be occurring at such Closing;exceed $1,400,000. (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers The Company shall have delivered to Buyer a certificate, dated been dismissed from the Closing Date litigation between the Company and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to Qwest described in the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), Company SEC Reports pursuant to Instrução No. 31that Settlement Agreement by and between the Company and Qwest dated March 24, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement 2003 and such approval Settlement Agreement shall remain be in full force and effect and shall not have been modified, amended or supplemented in any manner adverse to the Company. (such conditionl) The Company shall have completed its financial statements for the fiscal year ending December 31, 2002 and received an unqualified audit opinion of PriceWaterhouseCoopers which does not contain any exceptions relating to the scope of the audit or the ability of the Company to continue as a "going concern." (m) As of the Closing, the “Bonaire Regulatory Condition”). For Company and the avoidance Subsidiaries shall have cash and cash equivalents (including restricted and unrestricted cash and cash equivalents on a consolidated basis) of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of less than: (i) ESC$5,000,000 if the Closing occurs prior to June 1, 2003; (ii) $4,000,000 if the Closing occurs on or after June 1, 2003 but prior to July 1, 2003; or (iii) $2,000,000 if the Closing occurs on or after July 1, 2003. (n) As of the Closing, the Company and the Subsidiaries shall have net working capital (consisting of cash, cash equivalents and accounts receivable (net of reserves), less current liabilities, in each case, calculated in accordance with GAAP and consistent with past practice and the Company's audited financial statements included in the Company SEC Reports and Draft Form 10-K), on a consolidated basis, of not less than: (i) $(22,000,000) if the Closing occurs prior to June 1, 2003; (ii) $(23,000,000) if the Closing occurs on or after June 1, 2003 but prior to July 1, 2003; or (iii) $(25,000,000) if the Closing occurs on or after July 1, 2003. (o) All actions, proceedings, instruments and documents required to carry out this Agreement and the Transactions and all related legal matters contemplated by this Agreement shall have been approved by XxXxxxxxx, Will & Xxxxx, as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions, and documents in form satisfactory to such counsel, as Buyer may reasonably require from the Company to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the Company's representations and warranties and the fulfillment of the covenants by the Company. (p) Buyer shall have received from Xxxxxxx & Xxxxxxxx Ltd., counsel for the Company, an opinion as of said date, in form set forth in Exhibit F hereto. (q) On the Closing Date, the Buyer shall have received written evidence satisfactory to it evidencing (i) the Company's assumption of Two Million Dollars in principal amount of that Promissory Note executed by Buyer and made to Electro Banque dated December 30, 2002 (the "Note") on the same terms and conditions (including, without limitation, interest rate and maturity) set forth in the Note as in effect on the date hereof, (ii) CCSA, the release of Buyer from its obligations on account of the portion of the Note so assumed and (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or the release of any assets to be retained by Buyer after the Closing Date as collateral security for the portion of the Note so assumed. It is understood and agreed that the Company shall have no obligation on account of the portion of the Note not so assumed by it and that no assets of the Company (ivafter giving effect to the Transaction) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasilshall secure the portion of the Note that is not so assumed by it.

Conditions to the Obligations of Buyer. The obligation obligations of Buyer to effect consummate the Initial Closing is are subject to the satisfaction (or waiver agreed to in writing by the Buyer) at or prior to the Closing of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Initial Closing Date, (ib) Each the representations and warranties of the Seller Company contained in ARTICLE 5, other than the Fundamental WarrantiesRepresentations (disregarding, (if an Indirect Sale is to occur at except for purposes of Section 5.09, all materiality and Material Adverse Effect qualifications contained therein) shall have been true and correct in all respects as of the Closing) date of this Agreement and the HoldCo Fundamental Warranties shall be true and correct in all respects as of the Initial Closing Date as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall have been true and correct in all respects only as of such time), except to the extent any such inaccuracies, individually or in the aggregate, would not have a Material Adverse Effect on the Company; (c) the Fundamental Representations of the Company contained in ARTICLE 5 shall have been true and correct in all respects as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth in Section 4.3(a) shall be true and correct in all respects on as of the Initial Closing Date as if made at and as of the date hereof such time (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and other than such Fundamental Representations that by their terms address matters only as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a)another specified time, the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) which shall be have been true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct in all respects only as of such datetime), except where the failures for any inaccuracies contained in Section 5.05(a) that are of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects; (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyerde minimus nature; (d) [Reserved]Buyer shall have received a certificate signed by an executive officer of the Company to the effect of the foregoing (a), (b) and (c); (e) Since the Seller Letter Execution DateCompany’s BDC Election shall be in full force in effect, the Company shall not have filed with the SEC any notice of withdrawal of the BDC Election, and no Material Adverse Effect has occurred order of suspension or is occurringrevocation of such election shall have been issued or, to the Company’s knowledge, proceedings therefor been initiated or threatened by the SEC; (f) Each of the Sellers Company shall have delivered delivered, or caused to Buyer a certificatebe delivered, dated the Closing Date and signed on behalf of such Seller Replacement Management Agreements duly executed by a duly authorized officer, certifying as to the satisfaction of the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(i)Company; (g) Neither the SEC shall not have withdrawn or terminated the Exemptive Order, or informed the Company nor or its Representatives that the Exemptive Order after Closing, whether in its existing form, as amended or in a successor form, would require material changes to the conditions contained therein (and the SEC’s position, if any, on any of its Subsidiaries such required material changes remains the SEC’s position immediately prior to the Closing); (h) the Company shall have taken any delivered, or caused to be delivered, the resignation letters duly executed by each Resigning Person, to be effective as of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole;Initial Closing; and (i) No Other Significant Shareholders the Company Board shall have exercised (or claim approved, prior to have exercised and not withdrawn such claim) their rights the Initial Closing, a change of first refusal the name of the Company to the name designated by Buyer in respect of this Agreement or the Transactions writing pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”2.04(a), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil.

Conditions to the Obligations of Buyer. The obligation obligations of Buyer and Acquisition Sub to effect consummate the Closing is Merger are subject to the satisfaction (or waiver agreed to in writing by the Buyer) at or prior to the Closing Buyer of the following further conditions: (a) (i) Each each of the Seller Fundamental Warranties, (if an Indirect Sale representations and warranties of the Company contained in this Agreement that is qualified as to occur at the Closing) and the HoldCo Fundamental Warranties materiality or by a "Company Material Adverse Effect" shall be true and correct in all respects on respects, and each of the representations and warranties of the Company contained in this Agreement that are not so qualified (other than those referred to in Section 7.2(b) below) shall be true and correct except for such failures to be true and correct as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in each case as of the date hereof (solely Effective Time with respect to ESC, CCSA and the HoldCo Sellers, if any), on and same effect as though made as of the date it became a Party Effective Time (except to this Agreement (solely with respect to each Seller other than ESC and CCSA) and the extent expressly made as of the Closing Datean earlier date, in which case as of such date); (iib) the representations and warranties set forth of the Company contained in Section 4.3(a(i) Sections 4.1(a), 4.1(b), 4.4, 4.9(a) shall be true and correct in all respects on and as of the date hereof respects, (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSAii) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) 4.3 shall be true and correct on in all but de minimis respects and as of the date hereof (solely with respect to ESC, CCSA iii) Sections 4.15 and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which 4.26 shall be required to be true and correct only in all material respects, in each case, as of the Effective Time with the same effect as though made as of the Effective Time (except to the extent expressly made as of an earlier date, in which case as of such date), except where the failures of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (ic) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed or complied in all material respects except as would not reasonably be expected to (A) be material with all agreements and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in required by this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at by it on or prior to the Closing shall have been duly performed and complied with in all material respects; (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer;Effective Time; and (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers Company shall have delivered to Buyer a certificate, dated the Closing Date Effective Time and signed by its chief executive officer or another senior officer on behalf of such Seller by a duly authorized officerthe Company, certifying as to the satisfaction of effect that the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(i)7.2(c) have been satisfied; (e) all filings, consents, approvals, permits and authorizations to be made or obtained from any Governmental Authority set forth on Section 7.2(e) of the Buyer Disclosure Schedule shall have been made or obtained; (f) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Order which is then in effect and has the effect of making the Merger or the Subsequent Transaction illegal or otherwise prohibiting the consummation of the Merger or the Subsequent Transaction; (g) Neither the Company nor any of its Subsidiaries shall have taken any no more than 35% of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the outstanding Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders Common Stock shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such conditionconstitute Dissenting Shares; and (lh) Solely as a condition to since the obligation date of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to this Agreement, there shall not have occurred any and be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to continuing any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do BrasilCompany Material Adverse Effect.

Conditions to the Obligations of Buyer. The obligation of Buyer to effect consummate the Closing Transaction is subject to the satisfaction (satisfaction, or waiver agreed to in writing by the Buyer) , at or prior to the Closing Closing, of the following conditions: (a) (i) Each the representations and warranties of the Seller Fundamental WarrantiesCompany set forth in the first sentence of Section 3.01, (if an Indirect Sale is to occur at the Closing) Section 3.02, Section 3.09(b), Section 3.23 and the HoldCo Fundamental Warranties Section 3.24 shall be true and correct in all material respects on the date of this Agreement and the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly speaks as of the date hereof (solely with respect to ESCan earlier date, CCSA in which case such representation and the HoldCo Sellers, if any), on warranty shall be true and correct in all material respects only as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Datesuch earlier date), (ii) the representations and warranties of the Company set forth in Section 4.3(a3.05(a) and the first sentence of Section 3.05(c) shall be true and correct in all respects (other than de minimis inaccuracies) on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date as if made on each such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such earlier date) and (iii) the other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties of the Company set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) 3 of this Agreement shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date as if made on each such date (except for to the extent that any such representations representation and warranties that are made warranty expressly speaks as of another specific date an earlier date, in which case such representation and warranty shall be required to be true and correct only as of such earlier date), except where the failures failure of such representations and warranties in this clause (iii) to be so true and correct has not had (disregarding all qualifications or limitations as to “materiality,” “Company Material Adverse Effect” or words of similar import) would not reasonably be likely to havenot, individually or in the aggregate, have a Company Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (ib) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed or complied in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) all obligations required to be performed or complied with by it under this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respectsClosing; (c) At Buyer shall have received at the Closing, (iClosing a certificate signed on behalf of the Company by the Chief Executive Officer or the Chief Financial Officer of the Company certifying that the conditions set forth in Section 6.02(a) no Regulatory Approvals shall be (Aand Section 6.02(b) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer;satisfied; and (d) [Reserved]; (e) Since since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of such Seller by a duly authorized officer, certifying as to the satisfaction of the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect date of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”)Agreement, (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) there shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired occurred and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or continuing any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil.

Conditions to the Obligations of Buyer. The obligation of Buyer to effect consummate the purchase and sale of the Purchased Securities and the other transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction satisfaction, or (or waiver agreed to in writing by the Buyer) at or prior to the Closing extent permitted by applicable Law) waiver by Buyer, of each of the following additional conditions: (a) (i) Each The representations and warranties in the first sentence of Section 3.02(a) shall be true and correct in all but de minimis respects as of the Closing Date as if made anew as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (including “the date hereof”) (in which case as of such earlier date)), (ii) the Company and Seller Fundamental Warranties, Representations (if an Indirect Sale is to occur at other than the Closingrepresentations and warranties in the first sentence of Section 3.02(a)) and the HoldCo Fundamental Warranties representations and warranties in the first sentence of Section 3.06 shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing DateDate as if made anew as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (including “the date hereof”) (in which case as of such earlier date)), and (iiiii) the representations and warranties set forth of the Company, the Blockers and the Sellers contained in Article 3, Article 4 and Article 5 (other than the Company and Seller Fundamental Representations and the representations and warranties in the first sentence of Section 4.3(a3.06) (each interpreted without giving effect to any limitation or qualification as to materiality (including “material”, “materially” or “all material respects”) or Material Adverse Effect) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (as if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only anew as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (including “the date hereof”) (in which case as of such earlier date)), except where except, in the failures case of such representations and warranties in this clause (iii) ), for any failure of such representations or warranties to be so true and correct that has not had or and would not reasonably be likely expected to have, individually or in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (ib) The All of the covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular SellerCompany, the covenants Blockers and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) Sellers to be performed or complied with at or prior to the Closing (other than those contained in Section 7.02(d)) shall have been duly performed and complied with in all material respects; (c) At Since the Closingdate of this Agreement, (i) no Regulatory Approvals there shall be (A) subject to not have occurred a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by BuyerMaterial Adverse Effect; (d) [Reserved]The Restructuring shall have been completed, in all material respects, in accordance with Section 7.13 (except that the final sentence of Section 7.13 shall have been complied with in all respects other than any de minimis noncompliance with respect thereto); (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers The Company shall have delivered or caused to be delivered to Buyer each of the following: (i) a certificate, certificate in the form of Exhibit B attached hereto dated as of the Closing Date and signed by a senior executive officer of the Company on behalf of the Company (and not in an individual capacity) certifying that the foregoing conditions set forth in Section 2.02(a), Section 2.02(b), Section 2.02(c) and Section 2.02(d) have been satisfied; (ii) a copy of the Escrow Agreement, duly executed on behalf of the Seller Representative, and each other Ancillary Agreement to be executed and delivered at or prior to Closing by the Company, any of the Sellers, the Seller Representative or any of the Blockers, duly executed on behalf of such Seller by a duly authorized officer, certifying as to the satisfaction of the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(iPerson(s); (giii) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except an executed IRS Form W-9 for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a wholeParthenon Blocker Seller; (iiv) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “an executed IRS Form W-9 for Xxxxxxx Xxxxxxx Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (iv) No Action shall be pending against an executed IRS Form W-9 for the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such conditionSeller; and (lvi) Solely written resignations, effective as a condition of the Closing, of each director, manager and officer of the Company and each Blocker (other than any such director, officer or manager as may be specified in writing by Xxxxx delivered to the obligation Company at least five (5) Business Days prior to the Closing Date); (vii) duly executed Payoff Letters; (viii) instruments of assignment, conveyance and transfer, in customary form (and reasonably acceptable to Buyer and the Seller Representative), transferring all of the Purchased Securities to effect a Closing Buyer or its designee, duly executed by each of the applicable Sellers, including, in respect of Purchased the Blockers, the original stock certificates evidencing the Parthenon Blocker Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. the Xxxxxxx Xxxxxxx Shares, respectively, duly endorsed for transfer (or a customary lost stock affidavit) or accompanied by duly executed stock powers in proper form for transfer; and (ix) written evidence, in the form attached hereto as applicable, by Exhibit G (or otherwise reasonably acceptable to Buyer and the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.Seller Representative) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers termination of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this all Affiliate Transactions set forth on with Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil.7.16

Conditions to the Obligations of Buyer. The obligation of Buyer to effect consummate the purchase and sale of the Company Shares and the other transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction (satisfaction, or waiver agreed to in writing by Buyer, of each of the Buyer) following additional conditions at or prior to the Closing of the following conditionsClosing: (a) (i) Each of Section 3.01(a)–(c), Section 3.02(a), the Seller Fundamental Warrantiesfirst, (if an Indirect Sale is to occur at the Closingsecond, third and fifth sentences of Section 3.02(b) and the HoldCo Fundamental Warranties Section 3.03 shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSAexcept for de minimis inaccuracies) and as of the Closing DateDate as if made anew as of such date, (ii) the representations Seller Fundamental Representations (other than Section 3.01(a)–(c), Section 3.02(a), the first, second, third and warranties set forth in fifth sentences of Section 4.3(a3.02(b) and Section 3.03) (A) that are qualified by any materiality or Material Adverse Effect qualification or exception shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA B) that are not qualified by any materiality or Material Adverse Effect qualification or exception shall be true and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and correct in all material respects as of the Closing Date as if made anew as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (in which case as of such earlier date)), in each case, other than failures that have been corrected in accordance with Section 5.19 and (iii) the other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties of Seller contained in Article III and Article IV and 3 (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not each interpreted without giving effect in the individual case to any “material” limitation or “qualification as to materiality or Material Adverse Effect” or other similar qualifiers) ), shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and in all respects as of the Closing Date (except for such representations and warranties that are as if made as of another specific date which shall be required to be true and correct only anew as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (in which case as of such earlier date)), except where in the failures case of such representations and warranties in this clause (iii) for any failure of such representations or warranties to be so true and correct that has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects; (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that wouldhave, individually or in the aggregate with all such other termsfailures, conditions, restrictions a Material Adverse Effect; (b) Seller shall have performed or consequences imposed as a requirement complied in all material respects with any covenant or agreement contained in this Agreement that the Seller was required to obtain other Regulatory Approvals, perform at or prior to the Closing; (c) A Material Adverse Effect shall not have or reasonably be likely to require Buyer or any occurred after the date of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyerthis Agreement; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer each of the following: (i) duly executed stock powers or similar instruments of assignment and conveyance in the form of Exhibit B attached hereto, transferring the Company Shares from Seller to Buyer; (ii) a certificate, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date and signed by a senior executive officer of Seller on behalf of such Seller by a duly authorized officer, certifying as to confirming the satisfaction of the conditions precedent set forth foregoing matters in Section 7.2(a2.02(a), Section 7.2(b2.02(b) and Section 7.2(i2.02(c); (giii) Neither a copy of the Escrow Agreement, duly executed on behalf of Seller and the Escrow Agent; (iv) certified copies of (1) the resolutions or consents of the board of directors of the Company nor authorizing and approving the execution, delivery and performance of each of the Ancillary Agreements to which the Company is party and the consummation of the transactions contemplated hereby and thereby, and (2) the resolutions or consents of the general partner of Seller authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which Seller is party and the consummation of the transactions contemplated hereby and thereby; (v) evidence satisfactory to Buyer as to the termination of the agreements identified on Schedule 2.02(d)(v); (vi) payoff letters in respect of all Indebtedness described in clause (i) of the definition thereof (other than the Senior Notes) to be paid off in accordance with Section 1.04(c)(ii) (the “Payoff Letters”), drafts of which will be provided not less than three (3) Business Days prior to the Closing Date, and any Uniform Commercial Code termination statements or other applicable documents evidencing the release of its Subsidiaries shall have taken all Liens, on or in the Company Shares or any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 assets of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”)Entities with respect to such Indebtedness upon and subject to repayment thereof, (ii) in each Other Significant Shareholder shall have either (A) exercised its tag-along rights case in respect of this Agreement or the Transactions pursuant form and in substance reasonably satisfactory to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement;Buyer; and (ivii) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, duly executed IRS Form W-9 or (2) result in material and adverse reputational harm to Buyer or any a certificate, dated as of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing sworn under penalty of perjury, in the form of Treasury Regulations Sections 1.897-2(h) and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof1.1445-2(c), certifying as that the Company is not a United States real property holding corporation and a notice to be mailed (together with a copy of the certificate) to the satisfaction Internal Revenue Service in accordance with Section 1.897-2(h)(2) of such conditionthe Treasury Regulations; and (l) Solely as a condition to provided, however, that the obligation sole remedy for failure of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (Seller or the Company, as applicable, by to deliver IRS Form W-9 or the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) certificate described in this clause (the applicable of the foregoing, the “Bonaire Sellers”vii), as applicable, is for Buyer to withhold the Superintendência Nacional de Previdência Complementar (Previc), appropriate amount of Taxes under Code Section 1445 pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil1.06.

Conditions to the Obligations of Buyer. The obligation of Buyer to effect consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction (or waiver agreed to in writing by the Buyer) at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by Buyer: (a) (i) Each The representations and warranties of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) set forth in Sections 4.3 and the HoldCo Fundamental Warranties 4.4 of this Agreement shall be true and correct and in Sections 4.17 and 4.19 shall be true and correct in all respects on material respects, in each case, both at and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) at and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of Seller set forth in Section 4.3(athis Agreement (other than the representations and warranties of Seller set forth in Sections 4.3, 4.4, 4.17 and 4.19) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not without giving effect in the individual case to any limitation as to “materialmateriality” or “Material Adverse Effect” or other similar qualifiersset forth therein) shall be true and correct on both at and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on at and as of the Closing Date Date, as if made at and as of such time (except for such representations and warranties that are to the extent expressly made as of another specific date an earlier date, in which shall be required to be true and correct only case as of such date), except where the failures failure of such representations and warranties in this clause (iii) to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) individually or in the aggregate has not had or had, and would not be reasonably be likely to have, in the aggregatehave or result in, a Material Adverse Effect; it being specified that Effect on the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller);Company. (ib) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing Seller shall have been duly performed or complied with in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, all of the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in required by this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with by it at or prior to before the Closing shall have been duly performed and complied with in all material respects;Closing. (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificate, dated as of the Closing Date and signed Date, executed on behalf of such Seller by a duly an authorized officerexecutive officer thereof, certifying in such detail as Buyer may reasonably request that the conditions specified in Sections 8.1(a) and 8.1(b) have been fulfilled. (d) The Buyer Approvals shall have been duly made, given or obtained and shall be in full force and effect. (e) The waiting period under the HSR Act applicable to the satisfaction consummation of the conditions precedent set forth transactions contemplated by this Agreement shall have expired or been terminated. (f) No order issued by any court of competent jurisdiction preventing the consummation of the transactions contemplated by this Agreement shall be in Section 7.2(a)effect, Section 7.2(b) and Section 7.2(i);nor shall any material proceeding initiated by any Governmental Authority of competent jurisdiction having valid enforcement authority seeking such an order be pending, nor shall there be any action taken, or any Law enacted, entered or enforced that would prohibit the consummation of the transactions contemplated hereby that has not been subsequently overturned or otherwise made inapplicable to this Agreement. (g) Neither the Company nor any of its Subsidiaries The Transition Services Agreement shall have taken any been duly executed and delivered by or on behalf of the actions listed in Section 6.1(a)(iSeller. (h) through Section 6.1(a)(xix)All material consents and approvals set forth on Schedule 8.1(h) shall have been obtained, except for and a copy of each such actions that are (A) required by Law, (B) expressly required by this Agreement consent and approval shall have been provided to Buyer at or (C) in the ordinary course of business and not material prior to the Company and its Subsidiaries taken as a whole;Closing. (i) No Other Significant Shareholders Seller shall have exercised (or claim caused the Company, BGS Corp. and PPEC Corp. to have exercised and not withdrawn such claim) their rights of first refusal consummate the Conversion Transactions in respect of this Agreement or the Transactions pursuant to accordance with Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates;6.18. (j) (i) the Closing with respect to ESC and the Dividend Shares either Seller shall have both occurred or shall both be occurring at caused the first Closing, and (ii) BGS LLC Contribution to have been consummated in accordance with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil6.20.

Conditions to the Obligations of Buyer. The obligation All of the obligations of Buyer to effect the Closing is hereunder are subject to the satisfaction (or waiver agreed to in writing by the Buyer) at or fulfillment, prior to or at the Closing Closing, of the following conditions:conditions (compliance with which or the occurrence of which may be waived in whole or in part by Buyer in writing): (a) (i) Each The representations and warranties contained in Article V (other than Section 5.1 (Organization), Section 5.2 (Authority; Binding Effect), Section 5.7(a)-(b) (Equity Interests of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the ClosingTransferred Companies) and the HoldCo Fundamental Warranties Section 5.26 (Brokers)) shall be true and correct (determined without regard to any qualification therein as to materiality, Material Adverse Effect or similar qualifiers contained in all respects any such representation or warranty) on and as of the date hereof (solely with respect to ESC, CCSA and unless the HoldCo Sellers, if any), on and inaccuracy or inaccuracies as of the date it became hereof which would otherwise result in a Party to failure of this Agreement (solely with respect to each Seller other than ESC and CCSAcondition have been cured as of the Closing) and as of the Closing DateDate as though made on and as of the Closing Date (other than such representations and warranties that are expressly made as of a certain date, which need only be true and correct as of such date), except in each case, where failures of such representations and warranties to be true and correct would not, individually or in the aggregate, have a Material Adverse Effect and (ii) the representations and warranties set forth contained in Section 4.3(a5.1 (Organization), Section 5.2 (Authority; Binding Effect), Section 5.7(a)-(b) (Equity Interests of the Transferred Companies) and Section 5.26 (Brokers) shall be true and correct in all material respects (determined without regard to any qualification therein as to materiality, Material Adverse Effect or similar qualifiers contained in any such representation or warranty) on and as of the date hereof (solely with respect to ESC, CCSA and unless the HoldCo Sellers, if any), on and as of inaccuracy or inaccuracies as of the date it became hereof which would otherwise result in a Party to failure of this Agreement (solely with respect to each Seller other than ESC and CCSAcondition have been cured as of the Closing) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and though made on and as of the Closing Date (except for other than such representations and warranties that are expressly made as of another specific date a certain date, which shall be required to need only be true and correct only as of such date), except where the failures of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller);. (ib) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing Selling Companies shall have been duly performed and complied in all material respects except as would not reasonably be expected to (A) be material with all the terms, provisions and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements conditions of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to and the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) Ancillary Agreements to be performed or complied with and performed by any Selling Company at or prior to before the Closing shall have been duly performed and complied with in all material respects;Closing. (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificate, certificate dated the Closing Date and signed on behalf executed by an authorized officer of such Seller by a duly authorized officer, certifying as to the satisfaction effect that each of the conditions precedent set forth specified above in Section 7.2(a), Section 7.2(b4.2(a) and Section 7.2(i);4.2(b) is satisfied in all respects. (gd) Neither Since the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect date of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”)Agreement, (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be has been no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates;. (je) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificatethe consent of the counterparty to assign the Contract listed on Schedule 4.2(e), dated in customary form and substance and executed by an authorized agent of the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; andcounterparty. (lf) Solely as a condition to the obligation of Day 1 IT Readiness has been achieved. (g) Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved received the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain items listed in full force and effect (such condition, the “Bonaire Regulatory Condition”Section 3.2(a). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil.

Conditions to the Obligations of Buyer. The obligation of Buyer to effect consummate the purchase and sale of the Purchased Units and the other transactions contemplated by this Agreement to be consummated at the Closing is subject to the satisfaction satisfaction, or (or to the extent permitted by applicable Law) waiver agreed to in writing by Buyer, of each of the Buyer) following additional conditions at or as of immediately prior to the Closing of the following conditionsClosing: (ai) The Company and Seller Fundamental Representations (each interpreted without giving effect to any limitation or qualification as to “material”, “materiality”, “Material Adverse Effect” or similar standard or qualification) shall be true and correct in all respects, except for any de minimis inaccuracies, as of the Closing Date as if made anew as of such date (except to the extent any such Company and Seller Fundamental Representations expressly relates to an earlier date (in which case as of such earlier date)), (ii) the representations and warranties of the Company and Seller contained in Article 3 and Article 4, respectively (other than the Company and Seller Fundamental Representations and Section 3.04(f)) (i) Each of the Seller Fundamental Warrantieseach interpreted without giving effect to any limitation or qualification as to “material”, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties “materiality”, “Material Adverse Effect” or similar standard or qualification), shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth in Section 4.3(a) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (as if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only anew as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (in which case as of such earlier date)), except where in the failures case of this clause (ii) for any failure of such representations and or warranties in this clause (iii) to be so true and correct as has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects; (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that wouldhave, individually or in the aggregate with all such other termsfailures, conditionsa Material Adverse Effect, restrictions and (iii) the representations and warranties of the Company contained in Section 3.04(f) (each interpreted without giving effect to any limitation or consequences imposed qualification as a requirement to obtain “material”, “materiality, “Material Adverse Effect” or similar standard or qualification), shall be true and correct in all material respects as of the Closing Date as if made anew as of such date (except to the extent any such representation or warranty expressly relates to an earlier date (in which case as of such earlier date)); (b) Neither the Company nor Seller shall be in material breach of any covenant or agreement contained in this Agreement that the Company or Seller was required to perform prior to the Closing; (c) A Material Adverse Effect shall not have occurred since the date of this Agreement that remains as of the Closing; (d) (i) No Order of any court of competent jurisdiction shall be in effect as of the Closing, resulting from any Action brought by any Person (other Regulatory Approvals, have or reasonably be likely to require than Buyer or any of its Affiliates, Non- Recourse Parties) that has the effect of finding or declaring that the Portability Condition has not been satisfied and (ii) no Event of Default shall have occurred and be continuing under the Indenture; provided that capitalized terms used in this Section 2.02(d) and not otherwise defined herein shall have the meanings ascribed to them in the Indenture; and (e) Seller or the Company (as applicable) shall have delivered (or any Company Subsidiary, caused to take or agree be delivered) to take any Buyer each of the actions described following: (i) duly executed unit powers or similar instruments of assignment and conveyance in the proviso form of Exhibit C attached hereto, transferring the Purchased Units from Seller to Section 6.2(a) unless otherwise agreed in writing by Buyer; (dii) [Reserved]; (e) Since a certificate in the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each form of the Sellers shall have delivered to Buyer a certificate, Exhibit D attached hereto dated as of the Closing Date and signed by a senior executive officer of the Company on behalf of such Seller by a duly authorized officer, the Company certifying as to the satisfaction of the conditions precedent matters set forth in Section 7.2(a2.02(a), Section 7.2(b2.02(b), Section 2.02(c) and Section 7.2(i2.02(d) (the “Company Closing Certificate”); (giii) Neither the Company nor any of its Subsidiaries shall have taken any a copy of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix)Escrow Agreement, except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in duly executed on behalf of Seller and the ordinary course of business and not material to the Company and its Subsidiaries taken as a wholeEscrow Agent; (iiv) No Other Significant Shareholders shall have exercised a certificate of a senior executive officer of the Company certifying as to (1) the Organizational Documents of the Company, (2) the resolutions or claim to have exercised consents of the managing member of the Company authorizing and not withdrawn such claim) their rights of first refusal in respect approving the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to which the Company is party and the consummation of the transactions contemplated hereby and thereby, and (3) the resolutions or consents of the Transactions pursuant general partner of Seller authorizing and approving the execution, delivery and performance of this Agreement and each of the Ancillary Agreements to Section 11.3 which Seller is party and the consummation of the transactions contemplated hereby and thereby; (v) the certificate of formation of the Company Shareholders Agreement within certified as of a date not more than thirty (30) days prior to the period permitted therefor Closing by the Secretary of State of Delaware; (vi) a certificate of the “ROFR Period”)Secretary of State of Delaware, (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights as to the good standing in respect of this Agreement or the Transactions pursuant to Section 11.4(III) Delaware of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(sas of a date not more than thirty (30) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant days prior to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (kvii) With respect to any Closing involving an Indirect Salea certificate, (i) each dated as of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing sworn under penalty of perjury, in the form of Treasury Regulations Sections 1.897-2(h) and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof1.1445-2(c), certifying as that the Company is not a United States real property holding corporation and a notice to be mailed (together with a copy of the certificate) to the satisfaction Internal Revenue Service in accordance with Section 1.897-2(h)(2) of such conditionthe Treasury Regulations; and (lviii) Solely as a condition customary evidence, in form and substance reasonably satisfactory to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicableBuyer, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable that each of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(lContracts set forth on Schedule 2.02(e)(viii) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasilhas been terminated.

Conditions to the Obligations of Buyer. The obligation obligations of Buyer to effect consummate the Closing Transactions (including the making of the payments it is required to make under Article II) are subject to the satisfaction (or waiver agreed to in writing by the Buyer) at or prior to the Closing of the following additional conditions: (a) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the The representations and warranties of each Seller set forth in Article III (other than in Section 4.3(a3.4) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date as though made on and as of such dates (iii) other than for except to the extent such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth speak as of an earlier date, in Section 4.3(a), the which case such representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only as of such date), except where the failures failure of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely expected to have, result in the aggregate, a Seller Material Adverse Effect; it being specified that the truth , and accuracy of the representations and warranties of each Seller set forth in Section 3.4 shall be true and correct in all respects, and (ii) each Seller shall have performed in all material respects all agreements and covenants to be performed by it at or prior to the Closing under this Agreement and the other Transaction Documents to which it is a party; provided, however, that the failure of the conditions set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation have been satisfied or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth waived in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions writing at or prior to the Closing with respect to any Seller (other than CAT) (a “Section 7.2(a) Non-Performing Seller”) shall have been duly performed not excuse Buyer’s obligations to purchase the shares of Class A Common Stock to be transferred by CAT and the other Sellers, other than any Section 7.2(a) Non-Performing Sellers, pursuant to Article II and to otherwise consummate the Transactions in all material respects accordance with this Agreement, except with respect to any Section 7.2(a) Non-Performing Sellers. (b) (i) The representations and warranties of the Company set forth in Article IV (other than in Sections 4.1, 4.2 and 4.3) shall be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualification) as of the date hereof and as of the Closing Date as though made on and as of such dates (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to (A) be material result in a Company Material Adverse Effect, and adverse to the representations and warranties of the Company set forth in Sections 4.1, 4.2 and its Subsidiaries taken as a whole or (B) prevent4.3 shall be true and correct in all respects, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the Company shall have performed in all material respects all agreements and covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with by it at or prior to the Closing shall have been duly performed under this Agreement and complied with in all material respects;the other Transaction Documents to which it is a party. (c) At Each of the Company, CAT and Manheim shall stand ready, willing and able to execute and deliver the Amended and Restated Stockholders Agreement simultaneously with the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer;. (d) [Reserved]; (e) Since the Each Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificatethe items referred to in Section 2.2(b)(i); provided, dated however, that the Closing Date and signed on behalf of such Seller by a duly authorized officer, certifying as to the satisfaction failure of the conditions precedent set forth in this Section 7.2(a), Section 7.2(b7.2(d) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement been satisfied or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (waived in writing by an Other Significant Shareholder) Buyer at or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant prior to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any Seller (other than CAT) (a “Section 7.2(d) Non-Performing Seller”) shall not excuse Buyer’s obligations to purchase the shares of Class A Common Stock to be transferred by CAT and the other Sellers, other than any Section 7.2(d) Non-Performing Sellers, pursuant to Article II and to otherwise consummate the Transactions in accordance with this Agreement, except with respect to any Section 7.2(d) Non-Performing Sellers. (e) CAT shall have delivered to Buyer the following: (i) ESCA certificate of good standing for CAT, dated as of a recent date, certified by the Secretary of State of the State of Delaware; and (ii) CCSAA certificate of CAT executed by an authorized signatory of CAT (but without personal liability), dated as of the Closing Date, as to the satisfaction by CAT of the conditions set forth in Sections 7.2(a). (f) The Company shall have delivered to Buyer the following: (i) A certificate of good standing for the Company, dated as of a recent date, certified by the Secretary of State of the State of Delaware; (ii) A certificate of the Company executed by an authorized signatory of the Company (but without personal liability), dated as of the Closing Date, as to the satisfaction by the Company of the conditions set forth in Sections 7.2(b) and 7.2(g), and attached to such certificate shall be an updated version of the Disclosure Schedules, dated as of the Closing Date (the “Updated Disclosure Schedules”) (provided that any disclosures made in the Updated Disclosure Schedules shall have no effect in determining whether the conditions set forth in Sections 7.2(b) and 7.2(g) have been satisfied as of the Closing Date); and (iii) BB Carteira Livre I – Fundo de Investimentos em Ações A certificate of the Company executed by the secretary or assistant secretary of the Company (but without personal liability) dated as of the Closing Date certifying as to the (A) Charter, (B) Bylaws of the Company, (C) resolutions of the Company’s Board of Directors authorizing this Agreement and the Transactions and (D) incumbency of each Person executing this Agreement and the Amended and Restated Stockholders Agreement on behalf of the Company. (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do BrasilThe Company shall have issued a statement pursuant to Treasury Regulations Section 1.897-2(h) and 1.1445-2(c) dated as of the Closing Date certifying that the none of the Company’s outstanding stock is a United States real property interest within the meaning of Section 897 of the Code. (g) Since the date of this Agreement no event, change, circumstance or effect shall have occurred and be continuing as of the Closing which constitutes or would reasonably be expected to constitute a Company Material Adverse Effect. (h) Buyer’s designees, Xxxxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxxx, shall have been elected to the Board of Directors of the Company and its Subsidiaries (and the committees thereof), effective as of the Closing, in accordance with the Amended and Restated Stockholders Agreement.

Conditions to the Obligations of Buyer. The obligation obligations of Buyer to effect consummate, or cause to be consummated, the Closing is transactions contemplated by this Agreement are also subject to the satisfaction (of the following conditions, any one or waiver agreed to more of which may be waived in writing by Buyer: (a) Seller and the Buyer) Group Companies shall have performed in all material respects all of their respective agreements, covenants and obligations hereunder required to be performed by Seller and the Group Companies hereunder at or prior to the Closing of the following conditions:Closing; (a) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties Representations shall be true and correct in all but de minimis respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) at and as of the Closing Dateas if made at and as of such time (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which shall be so true and correct only as of such date), (ii) the representations and warranties set forth of Seller contained in Section 4.3(a3.07(b) (Absence of Certain Changes) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) at and as of the Closing Date as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which shall be so true and correct only as of such date) and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth of Seller contained in Section 4.3(a), Article III of this Agreement (other than the Seller Fundamental Representations and the representations and warranties of Seller contained in Article III and Article IV and Section 3.07(b) (if an Indirect Sale is to occur at the ClosingAbsence of Certain Changes)) the HoldCo Non-Fundamental Warranties (not without giving effect in the individual case to any “material” materiality or “Material Adverse Effect” or other similar qualifiers) Effect qualifications, shall be true and correct on and in all respects as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on at and as of the Closing Date as if made at and as of such time (except for other than such representations and warranties that are made by their terms address matters only as of another specific date an earlier specified date, which shall be required to be so true and correct only as of such date), except where the failures failure of such representations and warranties described in this clause (iii) to be so true and correct has not had or and would not reasonably be likely expected to have, individually or in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (ic) The covenants and agreements Seller shall have delivered to Buyer a certificate signed by an executive officer of Seller, dated as of the Sellers set forth Closing Date, certifying that each of the conditions specified in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take Section 8.02(a) and Section 8.02(b) has been fulfilled; (or as applicable, not taked) specified actions at or prior to the Closing Seller shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to completed the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Pre-Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with Business Transfers in all material respects; (ce) At Buyer shall have received, at least five (5) Business Days prior to the ClosingClosing Date, (i) no Regulatory Approvals shall be drafts of customary release documentation, including notices to, and written consents of, agents, in connection with releasing the Group Companies from the Credit Facility, to the extent any Group Company is a guarantor under the Credit Facility and such release is not automatic pursuant to the Credit Facility or any amendment thereto (Athe “Debt Release Documents”) subject in form and substance reasonably acceptable to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, Buyer and (ii) all Regulatory Approvals that have been obtained fully executed copies of such Debt Release Documents shall have been obtained without delivered to the imposition of any term, condition, restriction applicable parties and to Buyer at or consequence that would, individually or in prior to the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring;Closing; and (f) Each of the Sellers Buyer shall have received all documents and other items to be delivered to Buyer a certificate, dated the Closing Date and signed on behalf of such Seller by a duly authorized officer, certifying as to the satisfaction of the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor 2.04(c)(ii) – (the “ROFR Period”v), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil.

Conditions to the Obligations of Buyer. The obligation obligations of Buyer to effect consummate, or cause to be consummated, the Closing is transactions contemplated by this Agreement are also subject to the satisfaction (on or waiver agreed prior to the Closing Date of the following conditions, any one or more of which may be waived in writing by Buyer: (a) each of the Buyer) obligations, agreements and covenants of Seller to be performed at or prior to the Closing of the following conditions:shall have been performed in all material respects; (ab) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth in Section 4.3(a3.05(b) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and as if made at such time, (iiiii) the Fundamental Representations (other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiersSection 3.05) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and in all material respects as of the Closing Date as if made at such time (except for other than such representations and warranties that are by 70 their terms address matters only as of an earlier specified date, which shall be true and correct only as of such date), (iii) the representations and warranties contained in Section 3.05 (other than the representations and warranties contained in Section 3.05(b)) shall be true and correct (except for de minimis inaccuracies) as of the Closing as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which shall be true and correct (except for de minimis inaccuracies) only as of such date), (iv) the representations in Section 3.07(b) shall be true and correct in all respects as of the specified date it is given, and (v) the representations and warranties of Seller contained in Article III of this Agreement (other than the Fundamental Representations), without giving effect to materiality, Material Adverse Effect or similar qualifications (other than in as it relates to a defined term such as “Material Contract”), shall be true and correct as of the Closing as if made as of another specific date such time (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which shall be required to be true and correct only as of such date), except where the failures for any failure of such representations and warranties described in this clause (iiiii) to be so true and correct has not had had, or would not reasonably be likely expected to have, individually or in the aggregate, a Material Adverse Effect; it being specified that Effect on the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respectsPrecoat Subsidiaries; (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificatecertificate signed by an officer of Seller, dated as of the Closing Date and signed on behalf of such Seller by a duly authorized officerDate, certifying as to the satisfaction of that the conditions precedent set forth specified in Section 7.2(a8.02(a), Section 7.2(b8.02(b) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (18.02(d) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such conditionbeen fulfilled; and (ld) Solely as a condition to since the obligation date of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (this Agreement, no change, event or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, circumstance shall have approved occurred that has had, or would reasonably be expected to have, individually or in the sale by aggregate, a Material Adverse Effect on the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do BrasilPrecoat Subsidiaries.

Conditions to the Obligations of Buyer. The obligation obligations of Buyer and Acquisition Sub to effect consummate the Closing is Merger are subject to the satisfaction (or waiver agreed to in writing by the Buyer) at or prior to the Closing Buyer of the following further conditions: (a) (i) Each the representations and warranties of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties Company contained in this Agreement shall be true and correct in all respects (without giving effect to any limitation on any representation and warranty indicated by a materiality qualification, including the words “Company Material Adverse Effect,” “material,” “in all material respects” or like words, except in the case of Section 4.9) as of the date of this Agreement and as of the Effective Time with the same effect as though made on and as of the date hereof Effective Time (solely with respect to ESCexcept for representations and warranties made as of an earlier date, CCSA and the HoldCo Sellers, if anyin which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation on any representation and as warranty indicated by a materiality qualification, including the words “Company Material Adverse Effect,” “material,” “in all material respects” or like words, except in the case of Section 4.9) would not, individually or in the date it became aggregate, have a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing DateCompany Material Adverse Effect. In addition, (ii) the representations and warranties set forth in Section 4.3(a) 4.4 shall be true and correct in all material respects and the representations and warranties set forth in Section 4.3 shall be true and correct in all respects on as of the date of this Agreement and as of the date hereof (solely Effective Time with respect to ESC, CCSA and the HoldCo Sellers, if any), on and same effect as of though made as of the date it became a Party Effective Time (except to this Agreement (solely with respect to each Seller other than ESC and CCSA) and the extent expressly made as of the Closing Date and (iii) other than for an earlier date in which case such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall will be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only as of such earlier date), except where the failures of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (ib) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed or complied in all material respects except as would not reasonably be expected to (A) be material with all agreements and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in required by this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at by it on or prior to the Closing shall have been duly performed and complied with in all material respectsEffective Time; (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificate, dated the Closing Date Effective Time and signed by its chief executive officer or another senior officer on behalf of such Seller by a duly authorized officerthe Company, certifying as to the satisfaction of effect that the conditions precedent set forth in Section 7.2(a), ) and Section 7.2(b) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such conditionbeen satisfied; and (ld) Solely as since the date of this Agreement, there shall not have occurred a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do BrasilCompany Material Adverse Effect.

Conditions to the Obligations of Buyer. The obligation obligations of Buyer to effect consummate the Closing Transactions (including the making of the payments it is required to make under Article II) are subject to the satisfaction (or waiver agreed to in writing by the Buyer) at or prior to the Closing of the following additional conditions: (a) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the The representations and warranties of each Seller set forth in Article III (other than in Section 4.3(a3.4) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date as though made on and as of such dates (iii) other than for except to the extent such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth speak as of an earlier date, in Section 4.3(a), the which case such representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only as of such date), except where the failures failure of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely expected to have, result in the aggregate, a Seller Material Adverse Effect; it being specified that the truth , and accuracy of the representations and warranties of each Seller set forth in Section 3.4 shall be true and correct in all respects, and (ii) each Seller shall have performed in all material respects all agreements and covenants to be performed by it at or prior to the Closing under this Agreement and the other Transaction Documents to which it is a party; provided, however, that the failure of the conditions set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation have been satisfied or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth waived in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions writing at or prior to the Closing with respect to any Seller (other than CAT) (a “Section 7.2(a) Non-Performing Seller”) shall have been duly performed not excuse Buyer’s obligations to purchase the shares of Class A Common Stock to be transferred by CAT and the other Sellers, other than any Section 7.2(a) Non-Performing Sellers, pursuant to Article II and to otherwise consummate the Transactions in all material respects accordance with this Agreement, except with respect to any Section 7.2(a) Non-Performing Sellers. (i) The representations and warranties of the Company set forth in Article IV (other than in Sections 4.1, 4.2 and 4.3) shall be true and correct (without giving effect to any materiality or Company Material Adverse Effect qualification) as of the date hereof and as of the Closing Date as though made on and as of such dates (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct as of such date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to (A) be material result in a Company Material Adverse Effect, and adverse to the representations and warranties of the Company set forth in Sections 4.1, 4.2 and its Subsidiaries taken as a whole or (B) prevent4.3 shall be true and correct in all respects, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the Company shall have performed in all material respects all agreements and covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with by it at or prior to the Closing shall have been duly performed under this Agreement and complied with in all material respects;the other Transaction Documents to which it is a party. (c) At Each of the Company, CAT and Manheim shall stand ready, willing and able to execute and deliver the Amended and Restated Stockholders Agreement simultaneously with the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer;. (d) [Reserved]; (e) Since the Each Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificatethe items referred to in Section 2.2(b)(i); provided, dated however, that the Closing Date and signed on behalf of such Seller by a duly authorized officer, certifying as to the satisfaction failure of the conditions precedent set forth in this Section 7.2(a), Section 7.2(b7.2(d) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement been satisfied or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (waived in writing by an Other Significant Shareholder) Buyer at or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant prior to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any Seller (other than CAT) (a “Section 7.2(d) Non-Performing Seller”) shall not excuse Buyer’s obligations to purchase the shares of Class A Common Stock to be transferred by CAT and the other Sellers, other than any Section 7.2(d) Non-Performing Sellers, pursuant to Article II and to otherwise consummate the Transactions in accordance with this Agreement, except with respect to any Section 7.2(d) Non-Performing Sellers. (e) CAT shall have delivered to Buyer the following: (i) ESCA certificate of good standing for CAT, dated as of a recent date, certified by the Secretary of State of the State of Delaware; and (ii) CCSAA certificate of CAT executed by an authorized signatory of CAT (but without personal liability), dated as of the Closing Date, as to the satisfaction by CAT of the conditions set forth in Sections 7.2(a). (f) The Company shall have delivered to Buyer the following: (i) A certificate of good standing for the Company, dated as of a recent date, certified by the Secretary of State of the State of Delaware; (ii) A certificate of the Company executed by an authorized signatory of the Company (but without personal liability), dated as of the Closing Date, as to the satisfaction by the Company of the conditions set forth in Sections 7.2(b) and 7.2(g), and attached to such certificate shall be an updated version of the Disclosure Schedules, dated as of the Closing Date (the “Updated Disclosure Schedules”) (provided that any disclosures made in the Updated Disclosure Schedules shall have no effect in determining whether the conditions set forth in Sections 7.2(b) and 7.2(g) have been satisfied as of the Closing Date); and (iii) BB Carteira Livre I – Fundo de Investimentos em Ações A certificate of the Company executed by the secretary or assistant secretary of the Company (but without personal liability) dated as of the Closing Date certifying as to the (A) Charter, (B) Bylaws of the Company, (C) resolutions of the Company’s Board of Directors authorizing this Agreement and the Transactions and (D) incumbency of each Person executing this Agreement and the Amended and Restated Stockholders Agreement on behalf of the Company. (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil.The Company shall have issued a statement pursuant to Treasury Regulations Section 1.897-2(h) and 1.1445-2

Conditions to the Obligations of Buyer. The obligation obligations of Buyer to effect consummate the Closing is transactions contemplated by this Agreement are subject to the satisfaction (or waiver agreed (to the extent permissible under applicable Law) in writing by the Buyer) at or prior to the Closing Buyer of each of the following additional conditions: (a) (i) Each of the Seller representations and warranties of the Company contained in Article IV (other than Fundamental Warranties, Representations and the representation and warranty contained in Section 4.21(a) (if an Indirect Sale is to occur at the ClosingAbsence of Changes)) and the HoldCo Fundamental Warranties representations and warranties of the Sellers contained in Section 3.3 (Consents and Approvals; No Violations) and Section 3.5 (Litigation)), disregarding all qualifications contained therein relating to materiality or Material Adverse Effect, shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, as if made anew at and as of that date (ii) the except with respect to representations and warranties set forth in Section 4.3(a) which are expressly made as of an earlier date, which representations and warranties shall be true and correct at and as of such date), except for any inaccuracy or omission that has not had, and would not reasonably be expected to have, individually or in all respects on the aggregate, a Material Adverse Effect. Each of the Fundamental Representations shall be true and correct as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date Date, as if made anew at and as of that date (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the except with respect to representations and warranties set forth in Section 4.3(a)which are expressly made as of an earlier date, the which representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on at and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only as of such date), except where the failures any failure of such representations and warranties in this clause (iii) to be so true and correct has not had is, individually or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth de minimis. The representation and accuracy warranty of the representations and warranties set forth Company contained in this Section 7.2(a4.21(a) (xAbsence of Changes) and the representation and warranty of Sellers contained in Section 3.4 (Title to the Company Units; Ownership by Sellers) shall be a condition to Buyer’s obligation to close with respect to all true and correct as of the date hereof and as of the Closing Date, as if made anew at and as of that date. (b) Each of the Company, each of the Sellers (considered as a group) to and the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) Joint Holder Representatives shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The have performed in all material respects all covenants and agreements of the Sellers set forth in obligations required to be performed by her, she or it under this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects;Closing. (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the The Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of such Seller certificate contemplated by a duly authorized officer, certifying as to the satisfaction of the conditions precedent set forth in Section 7.2(a2.3(a)(iv), Section 7.2(b) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil.

Conditions to the Obligations of Buyer. The obligation of Buyer to effect consummate the Closing transactions contemplated by this Agreement is subject to the satisfaction (or waiver agreed to in writing by the Buyer’s waiver) at or prior to the Closing of the following conditionsconditions as of the Closing Date: (a) (i) Each of the Company Fundamental Representations and the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties Representations shall be true and correct in all respects on at and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) at and as of the Closing DateDate as if made at and as of such date (other than those representations and warranties that address matters as of particular dates, which shall be true and correct at and as of such particular dates), and (ii) each of the other representations and warranties set forth in Section 4.3(a) Article III and Article IV shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not without giving effect in the individual case to any limitation as to “material” or “Material Adverse Effect” or other similar qualifiersset forth therein) shall be true and correct on at and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on at and as of the Closing Date as if made at and as of such date (except for such other than those representations and warranties that are made address matters as of another specific date particular dates, which shall be required to be true and correct only at and as of such dateparticular dates), except in the case of clause (ii) where the failures failure of such representations and warranties in this clause (iii) to be so true and correct has not had correct, individually or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth has not had and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to have a Material Adverse Effect; (Ab) be material Seller and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, shall have performed in all material respects all of the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) required to be performed or complied with by them under this Agreement at or prior to the Closing shall have been duly performed and complied with in all material respectsClosing; (c) At The applicable waiting periods, if any, under the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained HSR Act shall have expired or been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyerterminated; (d) [Reserved]No Order shall have been entered which would prevent the consummation of the Closing and no Action brought by a Governmental Authority shall be pending that seeks to impose any such result; (e) Since Seller and the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurringCompany shall have taken the actions and made the deliveries contemplated by Section 1.03(b); (f) Each Since the date of the Sellers this Agreement, there shall not have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of such Seller by a duly authorized officer, certifying as to the satisfaction of the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(i); (g) Neither the Company nor occurred any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole;Material Adverse Effect; and (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders The Xxxxxx Employment Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder ParentXxxxxxx X. Xxxxxx’x employment thereunder, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such conditionas in effect as of the date thereof, and Xxxxxxx X. Xxxxxx shall not be in breach of any provision of the “Bonaire Regulatory Condition”). For the avoidance of doubtXxxxxx Employment Agreement, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, and (ii) CCSAsince the date of this Agreement, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações neither the Company nor Guarantor nor any of its Affiliates shall have entered into or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasilamended any employment agreement, change of control or severance agreement, or any other letter agreement relating to employment or the vesting of equity awards, with Xxxxxxx X. Xxxxxx.

Conditions to the Obligations of Buyer. The obligation of Buyer to effect consummate the Closing Transactions is subject to the satisfaction (or or, to the extent permitted by applicable Law, waiver agreed to in writing by the Buyer) at , on or prior to the Closing Closing, of the following conditions: (a) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth (i) in Section 4.3(a3.06(b) and Section 3.07(b) shall be true and correct in all respects except for de minimis inaccuracies, (ii) in Section 3.06(a), Section 3.09(b) and Section 4.05 shall be true and correct in all respects, (iii) in the first sentence of Section 3.01, Section 3.03, Section 3.06(c), Section 4.02, Section 4.08, Section 5.02, Section 5.10, and Section 5.12 shall be true and correct in all material respects and (iv) in this Agreement (other than the representations and warranties set forth in the foregoing clauses (i) – (iii)) shall be true and correct in all respects (after disregarding any qualifications that reference material, materiality, Seller Material Adverse Effect, Parent Material Adverse Effect or Company Material Adverse Effect), except to the extent that any inaccuracies in such representation or warranty would not have and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect, a Parent Material Adverse Effect or a Company Material Adverse Effect, as applicable, and in the case of clauses (i) – (iv) as if such representations and warranties were made on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo SellersClosing Date (or, if any)in the case of such representations and warranties made only as of a specified time or date, on and as of as of the date it became a Party to this Agreement such specified time or date). (solely with respect to each Seller other than ESC and CCSAb) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a)Seller, the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA Parent and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only as of such date), except where the failures of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be any obligation or complied in all material and adverse to the Company and its Subsidiaries taken as a whole respects with any agreement or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular covenant of Seller, Parent or the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (andCompany, with respect to the HoldCo Sellersas applicable, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with by Seller, Parent or the Company, as applicable, under this Agreement at or any time prior to the Closing shall have been duly performed and complied with in all material respects;Closing. (c) At Since the Closingdate of this Agreement, (i) no Regulatory Approvals there shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or not have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction Effect that has undertaken had or would reasonably be expected to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that wouldhave, individually or in the aggregate with all other termsaggregate, conditionsa Seller Material Adverse Effect, restrictions a Parent Material Adverse Effect or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer;Material Adverse Effect. (d) [Reserved]; (e) Since Seller, Parent and the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers Company shall have delivered to Buyer a certificate, dated as of the Closing Date and Date, signed on behalf of such Seller by a duly authorized officersenior executive officer of each of Seller, Parent and the Company, respectively, certifying as to the satisfaction of that the conditions precedent set forth specified in each of Section 7.2(a8.02(a), Section 7.2(b8.02(b) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (18.02(c) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasilbeen satisfied.

Conditions to the Obligations of Buyer. The obligation obligations of Buyer to effect consummate, or cause to be consummated, the Closing is transactions contemplated by this Agreement are also subject to the satisfaction (or waiver agreed to in writing by of the Buyer) following conditions at or prior to the Closing Closing, any one or more of the following conditionswhich may be waived in writing by Buyer: (a) Seller shall have performed in all material respects all of its obligations hereunder, and complied in all material respects with all of its covenants hereunder, in each case required to be performed or complied with by it at or prior to the Closing; (b) (i) Each the Fundamental Representations (other than the first three sentences of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the ClosingSection 3.05(b) and the HoldCo Fundamental Warranties shall be true and correct in all material respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) at and as of the Closing Dateas if made at and as of the Closing (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which shall be true and correct in all material respects only as of such date), (ii) the representations and warranties set forth of Seller contained in the first three sentences of Section 4.3(a3.05(b) shall be true and correct in all respects on and as of the date hereof (solely with respect subject to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSAde minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which shall be true and correct in all respects (subject to de minimis inaccuracies) only as of such date), (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth of Seller contained in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers3.07(b) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on in all respects at and as of the Closing Date as if made at and as of the Closing (except for other than such representations and warranties that are made by their terms address matters only as of another specific date an earlier specified date, which shall be required true and correct in all respects only as of such date) and (iv) the representations and warranties of Seller contained in Article III of this Agreement (other than the Fundamental Representations and those contained in Section 3.07(b)), without giving effect to materiality or Material Adverse Effect qualifications, shall be true and correct at and as of the Closing as if made at and as of the Closing (other than such representations and warranties that by their terms address matters only as of an earlier specified date, which shall be true and correct only as of such date), except where the failures failure of such representations and warranties described in this clause (iiiiv) to be so true and correct has not had or would not reasonably be likely to haveexpected to, individually or in the aggregate, have a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects; (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificatecertificate signed by an officer of Seller, dated as of the Closing Date Date, certifying that, to the knowledge and signed on behalf belief of such Seller by a duly authorized officer, certifying as to the satisfaction of the conditions precedent set forth specified in Section 7.2(a), Section 7.2(b8.02(a) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (18.02(b) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasilbeen fulfilled.

Conditions to the Obligations of Buyer. The obligation Each of Buyer Buyer’s obligations to effect consummate the Closing Contemplated Transactions is subject to the satisfaction (or waiver agreed to in writing by the Buyer) fulfillment, at or prior to the Closing closing, of each of the following conditions:conditions (any of which may be waived in writing by Buyer): (a) (i) Each each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth in Section 4.3(aSections 3.1, 3.2, 3.3 and 3.4(a) shall be true and correct in all respects on at and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) at and as of the time of the Closing Date with the same effect as if it had been made again at and as of the Closing, and (iiiii) each of the other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a)3 that is not qualified by materiality, the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) , shall be true and correct on in all material respects at and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on at and as of as the time of the date Closing with the same effect as if it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on had been made again at and as of the Closing Date (except for such representations and warranties that are made as of another specific date which shall be required to be true and correct only as of such date), except where the failures of such representations and warranties in this clause (iii) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy each of the representations and warranties set forth of Sellers contained in this Section 7.2(a) (x) Agreement that is qualified by materiality, “Material Adverse Effect” or similar qualifiers, shall be a condition to Buyer’s obligation to close with respect to true in all respects at and as of the Sellers (considered date hereof and at and as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition time of the Closing with respect to Buyer’s obligation to close with respect to each individual Seller (the same effect as if it had been made again at and with respect to any Affiliate as of such Seller that is also a Seller)the Closing; (ib) The covenants each Seller and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing shall have been duly performed and complied in all material respects except as would not reasonably be expected to (A) be material with each obligation and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in covenant required by this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at by it or them prior to or at the Closing shall have been duly performed and complied with in all material respectsClosing; (c) At all obligations and liabilities under any long-term incentive plan of the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained Acquired Companies shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or satisfied in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyerfull; (d) [Reserved]each of the consents and agreements listed on Schedule 7.2(d) shall be in full force and effect, and none of such consents and agreements shall have been withdrawn, terminated, modified or amended in any respect (other than the extension of the expiration thereof) by any party other than Buyer; (e) Since there shall not have occurred between the Seller Letter Execution Date, no date hereof and the closing any Material Adverse Effect has occurred or is occurringEffect; (f) Each each Acquired Company that is a Broker-Dealer shall have, as of the Sellers shall have delivered to Buyer a certificateClosing, dated the Closing Date and signed on behalf of such Seller by a duly authorized officer, certifying as after giving effect to the satisfaction Contemplated Transactions, sufficient net capital to meet its then applicable minimum net capital requirement under Section 15c3-1 of the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(i)Exchange Act; (g) Neither the Company nor any of its Subsidiaries shall have taken any Each of the actions listed Employment Agreements shall be in Section 6.1(a)(ifull force and effect at and as of the Closing; (h) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole[RESERVED]; (i) No Other Significant Shareholders Buyer shall have exercised (or claim to have exercised received written resignations, effective at the Closing, of each director and not withdrawn such claim) their rights officer of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the each Acquired Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (other than those identified by Buyer in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant prior to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its AffiliatesClosing; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing;[RESERVED]; and (k) With respect to any Closing involving an Indirect Sale, (i) each Buyer shall have been furnished with a certificate of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, Company dated the Closing Date Date, in form and signed on behalf of each such HoldCo Seller by a duly authorized officer thereofsubstance reasonably satisfactory to Buyer, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable fulfillment of the foregoing, the “Bonaire Sellers”conditions set forth in Sections 7.2(a), the Superintendência Nacional de Previdência Complementar (Previc7.2(b), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement 7.2(e) and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”7.2(f). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil.

Conditions to the Obligations of Buyer. The In addition to the conditions set forth in Section 4.1, the obligation of Buyer to effect consummate this Agreement and the Closing is Transactions are subject to the satisfaction (or waiver agreed to in writing by the Buyer) fulfillment, at or prior to the Closing Closing, of the following conditionsadditional conditions precedent: (a) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at representations and warranties of the Closing) and the HoldCo Fundamental Warranties Company contained in Section 2 shall be true and correct in all material respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth in Section 4.3(a) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made qualified by their terms as of another specific date to materiality, which representations and warranties as so qualified shall be required to be true and correct only in all respects) as of such datethe date of this Agreement and as of the Closing as though made on and as of the Closing; and the Company shall, on or before the Closing, have performed all of its obligations hereunder which by the terms hereof are to be performed on or before the Closing. (b) There shall have been no event or series of events that has had or could reasonably be expected to have a Material Adverse Effect since December 31, 2002. (c) The Company shall have executed and delivered to Buyer the note (the “Note”), except where substantially in the failures form set forth in Exhibit B hereto. (d) The Company and each of such representations the Subsidiaries shall have executed and warranties delivered to Buyer the guarantee and security agreement (the “Security Agreement”), substantially in this clause the form set forth in Exhibit C hereto. (e) The Company shall have executed and delivered to Buyer the pledge agreement (the “Pledge Agreement”), substantially in the form set forth in Exhibit D hereto. (f) All of the members of the Board of Directors immediately prior to the date hereof other than Xxxx Xxxxx, Xxxx X. Xxxx and Xxxxx X. Xxxx shall have submitted their written resignations as directors to the Board, and copies thereof shall have been provided to Buyer. (g) The Board of Directors of the Company shall have elected: (i) Xxxxxxx X. Xxxxx as a director and Chairman of the Board of Directors of the Company; (ii) Xxxxxx Xxxxxx as a director and Vice Chairman of the Board of Directors of the Company; and (iii) to be so true and correct has not had or would not reasonably be likely to have, in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy Xxxxx Xxxx as director of the representations Company, effective as of the date hereof. (h) The Board of Directors of the Company shall have elected Xxxxxx Xxxxxxx as director of the Company, to take office with no further action by the Company or the Board of Directors on the eleventh day after the Company files with the SEC and warranties transmits to all holders of record of Common Stock the information set forth in this Section 7.2(a) Rule 14f-1 promulgated under the Exchange Act (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating todate, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller“Board Effective Date”);. (i) The covenants and agreements Board of Directors of the Sellers set forth in this Agreement Company shall have (A) designated a special committee (the “Special Committee”), such designation to use their best efforts to cause become effective, with no further action by the Company or its Subsidiaries to take (or as applicablethe Board of Directors, not take) specified actions at or prior to on the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects; (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspendedBoard Effective Date, (B) being reconsidered following applicable procedures by any Governmental Authority to appoint Xxxx X. Xxxx, Xxxxxx Xxxxxxx and Xxxxxx Xxxxxx as members of competent jurisdiction that has undertaken to reconsider the action on its own motion or Special Committee and (C) subject to any appeal that is pending or in effect, delegate to the Special Committee the power to make all decisions concerning the timing and amount of all borrowings under the Loan Agreement and the appointment of a Chief Operating Officer and other executive officers of the Company. (iij) all Regulatory Approvals that have been obtained The Board of Directors shall have been obtained amended the Company’s By-laws to provide that any director or the entire Board of Directors may be removed, with or without cause, by the imposition holders of any terma majority of the outstanding voting stock of the Company, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed voting together as a requirement to obtain other Regulatory Approvals, single class. (k) The Board of Directors shall have or reasonably be likely to require Buyer or any authorized and recommended that the shareholders of its Affiliates, or the Company or any Company Subsidiary, approve an amendment to take or agree the Company’s Amended and Restated Certificate of Incorporation to take any increase the number of the actions described in the proviso authorized shares of Common Stock to Section 6.2(a) unless otherwise agreed in writing by Buyer;60,000,000. (dl) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers The Company shall have delivered to Buyer a certificate, dated an opinion of Xxxx Xxxxxxx LLP in the Closing Date and signed on behalf of such Seller by a duly authorized officer, certifying form attached as to the satisfaction of the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(i);Exhibit E hereto. (gm) Neither the Company nor any of its Subsidiaries Buyer shall have taken any received a certificate of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereofof the Company, dated as of the date hereof, certifying as to that the satisfaction resolutions of such condition; andthe Board of Directors set forth in paragraphs (g) through (k) of this Section 4.2 attached thereto were duly adopted and have not been rescinded or amended. (ln) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, The Company shall have approved the sale by the Bonaire Sellers of their Seller Shares issued to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, one or more certificates representing the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do BrasilShares.

Conditions to the Obligations of Buyer. The obligation In addition to the conditions set forth in Section 7.1, the obligations of Buyer to effect consummate the transactions contemplated by this Agreement to be consummated at the Final Closing is are subject to the satisfaction or (or to the extent permitted by Law) waiver agreed to in writing by the Buyer) Buyer at or prior to the Final Closing Date of the following further conditions: (a) (i) Each each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties of HNR or Seller, as applicable, (i) set forth in Section 4.3(a4.2(a), Section 4.2(b), Section 4.2(c), Section 4.2(d), Section 4.2(e) and Section 4.2(f) (Ownership; Capitalization), Section 4.3 (Authority Relative to Agreement), Section 4.21 (Core Petrodelta Documents), Section 4.23 (Opinion of Financial Advisor), Section 4.25 (Brokers), Section 4.26 (Affiliate Transactions) and Section 4.27 (Solvency) (collectively, the “Fundamental Representations”) shall be true and correct in all respects on at and as of the date hereof (solely with respect to ESC, CCSA of this Agreement and the HoldCo Sellers, if any), on and Final Closing Date (except to the extent expressly made as of an earlier date, in which case as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSAsuch date) and as of the Closing Date and (iiiii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and hereof (if an Indirect Sale is to occur at other than the ClosingFundamental Representations) the HoldCo Non-Fundamental Warranties (not without giving effect in the individual case to any “material” qualifications as to materiality or “Material Adverse Effect” Effect or other similar qualifiers) qualifications contained therein, shall be true and correct on at and as of the date hereof (solely with respect to ESC, CCSA of this Agreement and the HoldCo SellersFinal Closing Date, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are to the extent expressly made as of another specific date an earlier date, in which shall be required to be true and correct only case as of such date), except where in the failures case of such representations and warranties in this clause (iiiii) for such failures to be so true and correct has not had or as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (ib) The covenants HNR and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing Seller shall have been duly performed or complied in all material respects except as would not reasonably be expected to (A) be material with each agreement and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in covenant required by this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at by it on or prior to the Final Closing shall have been duly performed and complied with in all material respectsDate; (c) At since the Closingdate of this Agreement, (i) no Regulatory Approvals there shall be (A) subject to a stay declared by a Governmental Authority that is in effectnot have occurred any change, event, effect or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction circumstance that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as had a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by BuyerMaterial Adverse Effect; (d) [Reserved]; (e) Since the HNR and Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall each have delivered to Buyer a certificate, dated the Final Closing Date and signed on behalf by an executive officer of such Seller by a duly authorized officerHNR or Seller, as applicable, certifying as to the satisfaction of effect that the conditions precedent set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(i)7.2(c) shall have been satisfied; (ge) Neither the Company nor any of its Subsidiaries there shall not have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business been and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal be continuing an Insolvency Event in respect of this Agreement HNR, Seller, HVDH, HNR Finance B.V., Harvest Vinccler Ltd. or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such conditionPetrodelta; and (lf) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, Seller shall have approved obtained in writing the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement Venezuela Approval in form and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition substance reasonably satisfactory to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasil.

Conditions to the Obligations of Buyer. The In addition to the conditions set forth in Section 7.1, the obligation of Buyer to effect consummate this Agreement and the Closing is Transactions are subject to the satisfaction (or waiver agreed to in writing by the Buyer) fulfillment, at or prior to the Closing Closing, of the following conditionsadditional conditions precedent: (a) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at representations and warranties of the Closing) and the HoldCo Fundamental Warranties Company contained in Section 2 shall be true and correct in all material respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth in Section 4.3(a) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for such representations and warranties that are made qualified by their terms as of another specific date to materiality, which representations and warranties as so qualified shall be required to be true and correct only in all respects) as of such date)the date of this Agreement and as of the Closing as though made on and as of the Closing; and the Company shall, except where on or before the failures Closing, have performed all of such representations and warranties in this clause (iii) its obligations hereunder which by the terms hereof are to be so true and correct has not had performed on or would not reasonably be likely to have, in before the aggregate, a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller);Closing. (ib) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing There shall have been duly performed in all material respects except as would not no event or series of events that has had or could reasonably be expected to (A) be material and adverse to have a Material Adverse Effect since the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing shall have been duly performed and complied with in all material respects;date hereof. (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the The Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer a certificate, certificate of the Company's President and Chief Financial Officer dated as of the Closing Date and signed on behalf of such Seller by a duly authorized officer, certifying as (i) to the satisfaction of effect that the conditions precedent statements set forth in Section 7.2(a), Section 7.2(bparagraphs (a) and Section 7.2(i); (gb) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are above and paragraphs (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”k), (iil), (n) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iiio) there shall be no dispute, threatened (below in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (1) have a Material Adverse Effect, or (2) result in material Section 7.2 are true and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closingcorrect, and (ii) certifying as to the number of shares of Common Stock outstanding on a fully diluted basis (after giving effect to the issuance of Common Stock upon the exercise or conversion of all outstanding Rights and other securities, other than any such Rights or other securities having an exercise or strike price that equates to more than $1.00 per share). (d) The Company shall have executed and delivered to Buyer the agreement (the "Registration Rights Agreement"), substantially in the form set forth in Exhibit D hereto, relating to the registration of the Shares under applicable federal and state securities laws. (e) Buyer shall have received the agreement (the "Stockholders' Agreement"), substantially in the form set forth in Exhibit E hereto, of certain stockholders of the Company, including but not limited to ICG Holdings, Inc., Communication Ventures III, L.P., Communication Ventures III CEO & Entrepreneurs' Fund, L.P., ComVen III, L.L.C., Xxxxxx Xxxxxx and Xxxxxxx Xxxxx, not to transfer or in any way dispose of any shares of Common Stock owned by each such stockholder for a term not less than twelve months, to vote for Buyer's designees for a majority of the members of the Board of Directors of the Company, and as to those other matters set forth therein. (f) The Board of Directors of the Company shall consist of nine members, five of whom shall be those persons designated by Buyer and four shall be those persons designated by the Company. The Chairman of the Board shall be a director designated by Buyer. (g) The Company shall have issued to Buyer one or more certificates representing the Shares. (h) The Company shall have assumed the Assumed Liabilities by execution and delivery of an instrument reasonably satisfactory to Buyer and its counsel (including the agreement to require that all subsequent transferees of any of the Fiber Ring Assets agree to be bound by, comply with respect and perform all of Buyer's (and its affiliates') obligations (i) to a Closing with a Seller municipalities and other governmental authorities under city rights grants and agreements and (ii) under customer and other agreements, in each case related to such transferred assets) and Buyer shall have been released or otherwise indemnified to its reasonable satisfaction from all obligations related thereto. (i) The Company and Buyer shall have mutually agreed upon the identity of the Transferred Employees and the compensation and benefits to be made available to each of such individuals. (j) The Company shall have consolidated its obligation to satisfy the minimum revenue commitments that is either an Other Significant Shareholder apply regardless of its use or an Other Shareholder Parent, purchase of products or services pursuant to the Closing with respect to all Sellers in respect following agreements: *** into one minimum revenue commitment totaling no more than $*** per month. The aggregate cash payments (other than cash payments for actual services utilized and billed at then fair market value) paid by the Company and the Subsidiaries for the consolidation of which a Closing has such minimum revenue commitments shall not yet occurred must be occurring at such Closing;exceed $***. (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers The Company shall have delivered to Buyer a certificate, dated been dismissed from the Closing Date litigation between the Company and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to Qwest described in the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), Company SEC Reports pursuant to Instrução No. 31that Settlement Agreement by and between the Company and Qwest dated March 24, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement 2003 and such approval Settlement Agreement shall remain be in full force and effect and shall not have been modified, amended or supplemented in any manner adverse to the Company. (such conditionl) The Company shall have completed its financial statements for the fiscal year ending December 31, 2002 and received an unqualified audit opinion of PriceWaterhouseCoopers which does not contain any exceptions relating to the scope of the audit or the ability of the Company to continue as a "going concern." (m) As of the Closing, the “Bonaire Regulatory Condition”). For Company and the avoidance Subsidiaries shall have cash and cash equivalents (including restricted and unrestricted cash and cash equivalents on a consolidated basis) of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of less than: (i) ESC$5,000,000 if the Closing occurs prior to June 1, 2003; (ii) $4,000,000 if the Closing occurs on or after June 1, 2003 but prior to July 1, 2003; or (iii) $2,000,000 if the Closing occurs on or after July 1, 2003. (n) As of the Closing, the Company and the Subsidiaries shall have net working capital (consisting of cash, cash equivalents and accounts receivable (net of reserves), less current liabilities, in each case, calculated in accordance with GAAP and consistent with past practice and the Company's audited financial statements included in the Company SEC Reports and Draft Form 10-K), on a consolidated basis, of not less than: (i) $(22,000,000) if the Closing occurs prior to June 1, 2003; (ii) $(23,000,000) if the Closing occurs on or after June 1, 2003 but prior to July 1, 2003; or (iii) $(25,000,000) if the Closing occurs on or after July 1, 2003. (o) All actions, proceedings, instruments and documents required to carry out this Agreement and the Transactions and all related legal matters contemplated by this Agreement shall have been approved by XxXxxxxxx, Will & Xxxxx, as counsel for Buyer, and such counsel shall have received on behalf of Buyer such other certificates, opinions, and documents in form satisfactory to such counsel, as Buyer may reasonably require from the Company to evidence compliance with the terms and conditions hereof as of the Closing and the correctness as of the Closing of the Company's representations and warranties and the fulfillment of the covenants by the Company. (p) Buyer shall have received from Xxxxxxx & Xxxxxxxx Ltd., counsel for the Company, an opinion as of said date, in form set forth in Exhibit F hereto. (q) On the Closing Date, the Buyer shall have received written evidence satisfactory to it evidencing (i) the Company's assumption of Two Million Dollars in principal amount of that Promissory Note executed by Buyer and made to Electro Banque dated December 30, 2002 (the "Note") on the same terms and conditions (including, without limitation, interest rate and maturity) set forth in the Note as in effect on the date hereof, (ii) CCSA, the release of Buyer from its obligations on account of the portion of the Note so assumed and (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or the release of any assets to be retained by Buyer after the Closing Date as collateral security for the portion of the Note so assumed. It is understood and agreed that the Company shall have no obligation on account of the portion of the Note not so assumed by it and that no assets of the Company (ivafter giving effect to the Transaction) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasilshall secure the portion of the Note that is not so assumed by it.

Conditions to the Obligations of Buyer. The obligation of Buyer to effect consummate the Closing Merger is subject to also conditioned upon the satisfaction (or waiver agreed to in writing by the Buyer) , at or prior to the Closing Effective Time, of each of the following conditions: (a) Representations, Warranties and Covenants of the Company. (i) Each (x) The representations and warranties of the Seller Fundamental WarrantiesCompany set forth in Sections 3.3(a) and 3.12(ii) shall be true and correct (other than, in the case of Section 3.3(a), such failures to be true and correct which are de minimis) as of the date of this Agreement and as of the Closing Date with the same effect as though all such representations and warranties had been made on the Closing Date, except for any such representations and warranties made as of a specified date, which shall be true and correct as of such date, (if an Indirect Sale is to occur at y) the Closing) representations and warranties of the Company set forth in Sections 3.3(b), 3.4(a), 3.5, 3.6, 3.7(a)(ii), 3.14(k), 3.21(a), 3.22, 3.23, 3.33 and the HoldCo Fundamental Warranties first two sentences of each of Sections 3.2 and 3.8 shall be true and correct in all material respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) Date with the same effect as though all such representations and warranties had been made on the Closing Date, except for any such representations and warranties made as of a specified date, which shall be so true and correct as of such date, and (z) all other representations and warranties of the Company set forth in Section 4.3(athis Agreement (read without giving effect to any qualification as to materiality or Company Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and (iii) other than for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for with the representations and warranties set forth in Section 4.3(a), the representations and warranties contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving same effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date (except for though all such representations and warranties that are had been made on the Closing Date, except for any such representations and warranties made as of another specific date a specified date, which shall be required so true and correct as of such date; provided that, for purposes of clause (z), such representations and warranties shall be deemed to be true and correct only as of such date), except where unless the failure or failures of such representations and warranties in this clause (iii) to be so true and correct has not had correct, either individually or would not reasonably be likely to have, in the aggregate, and without giving effect to any qualification as to materiality or Company Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Company Material Adverse Effect; it being specified that the truth and accuracy of the representations (ii) each and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary agreements and covenants of the Company but (y) shall otherwise to be a several condition performed and complied with respect pursuant to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller); (i) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at on or prior to the Closing shall have been duly performed in all material respects except as would not reasonably be expected to (A) be material and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at or prior to the Closing Date shall have been duly performed and complied with in all material respects; (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained . Xxxxx shall have been obtained without the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer; (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered to Buyer received a certificate, dated the Closing Date Date, signed by the Chief Executive Officer and signed on behalf Chief Financial Officer of such Seller by a duly authorized officerthe Company, certifying as to the satisfaction of effect that the conditions precedent set forth in this Section 7.2(a), Section 7.2(b) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (17.1(a) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasilbeen satisfied.

Conditions to the Obligations of Buyer. The obligation obligations of Buyer to effect the Closing is transactions contemplated hereby shall be subject to the satisfaction (or waiver agreed to in writing by satisfaction, at the Buyer) at or prior to the Closing Closing, of the following conditions: (a) (i) Each of the Seller Fundamental Warranties, (if an Indirect Sale is to occur at the Closing) and the HoldCo Fundamental Warranties shall be true and correct in all respects on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date, (ii) the representations and warranties set forth of Seller contained in Section 4.3(a3.01 (Organization and Power), Section 3.02 (Authorization), Section 3.03 (Consents and Approvals; No Violations); Section 3.04 (Capitalization of the Company), Section 3.05(a) (Title to Assets) and Section 3.20 (Brokers’ and Finders’ Fees) (such representations and warranties are collectively referred to as the “Fundamental Representations”) shall be true and correct in all respects on and (other than de minimis accuracies) as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and as of the Closing Date and as though then made (iii) other than except for such Seller Fundamental Warranties and HoldCo Fundamental Warranties and for the representations and warranties set forth in Section 4.3(a), that are made as of a specific date which shall speak only as of such date) and (ii) the other representations and warranties of Seller contained in Article III and Article IV and (if an Indirect Sale is to occur at the Closing) the HoldCo Non-Fundamental Warranties (not giving effect in the individual case to any “material” or “Material Adverse Effect” or other similar qualifiers) this Agreement shall be true and correct on and as of the date hereof (solely with respect to ESC, CCSA and the HoldCo Sellers, if any), on and as of as of the date it became a Party to this Agreement (solely with respect to each Seller other than ESC and CCSA) and on and as of the Closing Date as though made on and as of that date (except for or, if any such representations and warranties that are representation or warranty is expressly stated to have been made as of another a specific date which shall be required date, as of such specific date), except in the case of clause (ii) for any failures to be true and correct only (without giving effect to any qualifications or limitations as of such date)to materiality or Material Adverse Effect) which do not, except where the failures of such representations and warranties in this clause (iii) to be so true and correct has not had individually or would not reasonably be likely to have, in the aggregate, have a Material Adverse Effect; it being specified that the truth and accuracy of the representations and warranties set forth in this Section 7.2(a) (x) shall be a condition to Buyer’s obligation to close with respect to all of the Sellers (considered as a group) to the extent such representation or warranty is given with respect to, or with respect to a matter relating to, the Company or a Subsidiary of the Company but (y) shall otherwise be a several condition with respect to Buyer’s obligation to close with respect to each individual Seller (and with respect to any Affiliate of such Seller that is also a Seller);. (ib) The covenants and agreements of the Sellers set forth in this Agreement to use their best efforts to cause the Company or its Subsidiaries to take (or as applicable, not take) specified actions at or prior to the Closing Seller shall have been duly performed and complied in all material respects except as would not reasonably be expected to (A) be material with all agreements and adverse to the Company and its Subsidiaries taken as a whole or (B) prevent, materially impair, or materially delay the Transactions and (ii) solely with respect to the Buyer’s obligation to effect the Closing with respect to a particular Seller, the covenants and agreements of such Seller (and any Affiliate of such Seller that is also a Seller) set forth in this Agreement (and, with respect to the HoldCo Sellers, if any, set forth in the Indirect Sale Notice and Accession Agreement) to be performed or complied with at by Seller under this Agreement on or prior to the Closing shall have been duly performed and complied with in all material respects;Closing. (c) At the Closing, (i) no Regulatory Approvals shall be (A) subject to a stay declared by a Governmental Authority that is in effect, or have been vacated, reversed, set aside, annulled or suspended, (B) being reconsidered following applicable procedures by any Governmental Authority of competent jurisdiction that has undertaken to reconsider the action on its own motion or (C) subject to any appeal that is pending or in effect, and (ii) all Regulatory Approvals that have been obtained Seller shall have been obtained without furnished Buyer with the imposition of any term, condition, restriction or consequence that would, individually or in the aggregate with all other terms, conditions, restrictions or consequences imposed as a requirement to obtain other Regulatory Approvals, have or reasonably be likely to require Buyer or any of its Affiliates, or the Company or any Company Subsidiary, to take or agree to take any of the actions described in the proviso to Section 6.2(a) unless otherwise agreed in writing by Buyer;fully executed Releases. (d) [Reserved]; (e) Since the Seller Letter Execution Date, no Material Adverse Effect has occurred or is occurring; (f) Each of the Sellers shall have delivered furnished Buyer with a certificate signed by one of its officers to Buyer a certificatethe effect that, dated to the Closing Date and signed on behalf knowledge of such Seller by a duly authorized officer, certifying as to the satisfaction of the conditions precedent set forth in Section 7.2(a), Section 7.2(bSections 5.03(a) and Section 7.2(i); (g) Neither the Company nor any of its Subsidiaries shall have taken any of the actions listed in Section 6.1(a)(i) through Section 6.1(a)(xix), except for such actions that are (A) required by Law, (B) expressly required by this Agreement or (C) in the ordinary course of business and not material to the Company and its Subsidiaries taken as a whole; (i) No Other Significant Shareholders shall have exercised (or claim to have exercised and not withdrawn such claim) their rights of first refusal in respect of this Agreement or the Transactions pursuant to Section 11.3 of the Company Shareholders Agreement within the period permitted therefor (the “ROFR Period”), (ii) each Other Significant Shareholder shall have either (A) exercised its tag-along rights in respect of this Agreement or the Transactions pursuant to Section 11.4(III) of the Company Shareholders Agreement and acceded to this Agreement pursuant to Section 10.1 or caused its Other Shareholder Parent(s) to accede to this Agreement as a “Seller” on its behalf pursuant to Section 10.2 or (B) shall not have exercised such tag-along rights before the Tag Acceptance Period shall have expired and (iii) there shall be no dispute, threatened (in writing by an Other Significant Shareholder) or pending, regarding whether the ROFR Period or the Tag Acceptance Period has lapsed or whether an Other Significant Shareholder has validly exercised its tag along rights or right of first refusal in respect of this Agreement or the Transactions pursuant to the Company Shareholders Agreement; (i) No Action shall be pending against the Company or any Company Subsidiary in respect of any Covered Law, except (A) as was disclosed in a Specified Disclosure Document or (B) as would not reasonably be likely to either (15.03(b) have a Material Adverse Effect, or (2) result in material and adverse reputational harm to Buyer or any of its Affiliates; (j) (i) the Closing with respect to ESC and the Dividend Shares either shall have both occurred or shall both be occurring at the first Closing, and (ii) with respect to a Closing with a Seller that is either an Other Significant Shareholder or an Other Shareholder Parent, the Closing with respect to all Sellers in respect of which a Closing has not yet occurred must be occurring at such Closing; (k) With respect to any Closing involving an Indirect Sale, (i) each of the HoldCo Conditions shall remain satisfied on the Closing Date and at such Closing and (ii) the HoldCo Sellers shall have delivered to Buyer a certificate, dated the Closing Date and signed on behalf of each such HoldCo Seller by a duly authorized officer thereof, certifying as to the satisfaction of such condition; and (l) Solely as a condition to the obligation of Buyer to effect a Closing in respect of Purchased Shares (if any) contemplated to be sold hereunder by Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A. (or as applicable, by the Other Shareholder Parents of Energia São Paulo Fundo de Investimento em Ações and Bonaire Participações S.A.) (the applicable of the foregoing, the “Bonaire Sellers”), the Superintendência Nacional de Previdência Complementar (Previc), pursuant to Instrução No. 31, dated May 21, 2009, issued by the Secretaria de Previdência Complementar, shall have approved the sale by the Bonaire Sellers of their Seller Shares to Buyer pursuant to this Agreement and such approval shall remain in full force and effect (such condition, the “Bonaire Regulatory Condition”). For the avoidance of doubt, this Section 7.2(l) is not a condition to Buyer’s obligation to effect the Closing with respect to any of (i) ESC, (ii) CCSA, (iii) BB Carteira Livre I – Fundo de Investimentos em Ações or (iv) PREVI – Caixa de Previdência dos Funcionarios do Banco do Brasilbeen satisfied.