Common use of Convenience and Proximity Businesses Non-compete Clause in Contracts

Convenience and Proximity Businesses Non-compete. (a) For so long as Cosan, Cosan Investimentos and Shell are Shareholders and for so long as the Downstream Co. performs the Convenience Business and the Proximity Business, directly or indirectly through any of its Affiliates, none of the Shareholders (or any of their Affiliates) shall, other than through the Downstream Co. (x) engage, have any financial relationship or interest or, in any other form, be involved under any title, in any development, activity or business, which, directly or indirectly, is in competition with any of the Convenience Business and the Proximity Business within Brazil, nor (y) enter into any discussions, negotiations and/or preliminary agreements, in Brazil, with any third party in order to evaluate a possible transaction or agreement related to the Convenience Business or the Proximity Business in Brazil. (b) During a period of two (2) years counted from the date of the termination of the Shareholders’ Agreement Raízen Conveniências, or the implementation of the separation of the Convenience Business from the Proximity Business within Raízen Conveniências, the Shareholders shall be restricted and shall cause its respective Affiliates to be restricted to, directly or indirectly, perform the Proximity Business, pursuant to the same terms of the Section 8.04, (a), above.

Convenience and Proximity Businesses Non-compete. (a) For so long as Cosan, Cosan Investimentos Nove and Shell are Shareholders and for so long as the Downstream Co. Joint Venture performs the Convenience Business and the Proximity Business, directly or indirectly through any of its Affiliates, none of the Shareholders (or any of their Affiliates) shall, other than through the Downstream Co. Joint Venture (x) engage, have any financial relationship or interest or, in any other form, be involved under any title, in any development, activity or business, which, directly or indirectly, is in competition with any of the Convenience Business and the Proximity Business within Brazil, nor (y) enter into any discussions, negotiations and/or preliminary agreements, in Brazil, with any third party in order to evaluate a possible transaction or agreement related to the Convenience Business or the Proximity Business in Brazil. (b) During a period of two (2) years counted from the date of the termination of the Shareholders’ ' Agreement Raízen Conveniências, or the implementation of the separation of the Convenience Business from the Proximity Business within Raízen Conveniências, the Shareholders shall be restricted and shall cause its respective Affiliates to be restricted to, directly or indirectly, perform the Proximity Business, pursuant to the same terms of the Section 8.04, (a), 8.04(a) above.

Convenience and Proximity Businesses Non-compete. (a) For so long as Cosan, Cosan Investimentos and Shell are Shareholders and for so long as the Downstream Co. Joint Venture performs the Convenience Business and the Proximity Business, directly or indirectly through any of its Affiliates, none of the Shareholders (or any of their Affiliates) shall, other than through the Downstream Co. Joint Venture (x) engage, have any financial relationship or interest or, in any other form, be involved under any title, in any development, activity or business, which, directly or indirectly, is in competition with any of the Convenience Business and the Proximity Business within Brazil, nor (y) enter into any discussions, negotiations and/or preliminary agreements, in Brazil, with any third party in order to evaluate a possible transaction or agreement related to the Convenience Business or the Proximity Business in Brazil. (b) During a period of two (2) years counted from the date of the termination of the Shareholders’ ' Agreement Raízen Conveniências, or the implementation of the separation of the Convenience Business from the Proximity Business within Raízen Conveniências, the Shareholders shall be restricted and shall cause its respective Affiliates to be restricted to, directly or indirectly, perform the Proximity Business, pursuant to the same terms of the Section 8.04, (a), 8.04(a) above.

Convenience and Proximity Businesses Non-compete. (a) For so long as Cosan, Cosan Investimentos and Shell are Shareholders and for so long as the Downstream Co. performs the Convenience Business and the Proximity Business, directly or indirectly through any of its Affiliates, none of the Shareholders (or any of their Affiliates) shall, other than through the Downstream Co. (x) engage, have any financial relationship or interest or, in any other form, be involved under any title, in any development, activity or business, which, directly or indirectly, - is in competition with any of the Convenience Business and the Proximity Business within Brazil, nor (y) enter into any discussions, negotiations and/or preliminary agreements, in Brazil, with any third party in order to evaluate a possible transaction or agreement related to the Convenience Business or the Proximity Business in Brazil. (b) During a period of two (2) years counted from the date of (a) the termination of the Shareholders’ Agreement Raízen Conveniências, or (b) the implementation of the separation of the Convenience Business from the Proximity Business within Raízen Conveniências, the Shareholders shall be restricted and shall cause its respective Affiliates to be restricted to, directly or indirectly, perform the Proximity Business, pursuant to the same terms of the Section 8.04, (a), above.]