Cosan S.A. Sample Contracts

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Eighth Amendment to the
Shareholders’ Agreement • November 8th, 2024 • Cosan S.A. • Retail-auto dealers & gasoline stations

(1)Cosan S.A., a corporation organized and existing according to the laws of Brazil, with headquarters in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 4100, 16th floor, room 1, Itaim Bibi, CEP 04538-132, enrolled with the Brazilian tax registry under No.50.746.577/0001-15, with its Byelaws registered at Commercial Registry of the State of São Paulo under NIRE 35.300.177.045, herein represented by its authorized undersigned legal representatives, hereinafter referred to as “Cosan S.A.”;

LOAN AGREEMENT dated as of October 7, 2022 among COSAN OITO S.A., as Borrower, JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as Lender
Loan Agreement • April 24th, 2023 • Cosan S.A. • Retail-auto dealers & gasoline stations • New York

This LOAN AGREEMENT dated as of October 7, 2022 (as it may be amended or modified from time to time, this “Agreement”), by and among COSAN OITO S.A., a company organized under the laws of Brazil, with its principal place of business at São Paulo, Brazil, enrolled with the Brazilian National Taxpayers Registry (CNPJ) under No. 43.874.376/0001-38, as borrower (“Borrower”), JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as Lender (“Lender”), and BANCO J.P. MORGAN S.A., a financial institution organized under the laws of Brazil, with its principal place of business at Av. Brigadeiro Faria Lima, 3729, São Paulo/SP, enrolled with the CNPJ under No. 33.172.537/0001-98, as Collateral Agent (“Collateral Agent”).

MASTER DERIVATIVES AGREEMENT
Master Derivatives Agreement • April 24th, 2023 • Cosan S.A. • Retail-auto dealers & gasoline stations

The Parties hereby agree to enter into this Master Derivatives Agreement (“Agreement”) that will be governed by the mutually accepted and agreed upon clauses and conditions hereunder:

COSAN S.A., as Company SECOND SUPPLEMENTAL INDENTURE Dated as of May 2, 2022
Second Supplemental Indenture • May 16th, 2022 • Cosan S.A. • Retail-auto dealers & gasoline stations • New York

SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of May 2, 2022, between Cosan S.A., a sociedade anônima (corporation) organized and validly existing under the laws of the Federative Republic of Brazil (the “Company”) and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, registrar and transfer agent (the “Trustee”).

COSAN LIMITED, as Company FIRST SUPPLEMENTAL INDENTURE Dated as of February 18, 2021
First Supplemental Indenture • May 16th, 2022 • Cosan S.A. • Retail-auto dealers & gasoline stations • New York

FIRST SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of February 18, 2021, between COSAN LIMITED, a limited liability exempted company organized under the laws of Bermuda (the “Company”), Cosan S.A., a sociedade anônima (corporation) organized and validly existing under the laws of the Federative Republic of Brazil, as the Successor Company (the “Successor Company”), and U.S. Bank National Association, as trustee, principal paying agent, registrar and transfer agent (the “Trustee”).

COSAN S.A., as Company THIRD SUPPLEMENTAL INDENTURE Dated as of July 15, 2022
Third Supplemental Indenture • April 24th, 2023 • Cosan S.A. • Retail-auto dealers & gasoline stations • New York

THIRD SUPPLEMENTAL INDENTURE (the “Third Supplemental Indenture”), dated as of July 15, 2022, between Cosan S.A., a sociedade anônima (corporation) organized and validly existing under the laws of the Federative Republic of Brazil (the “Company” or the “Guarantor”), Cosan Luxembourg S.A., a public limited-liability company (societé anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 6 rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (R.C.S. Luxembourg) under number B175646, a wholly-owned subsidiary of the Company (the “Substituted Issuer”), and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, registrar and transfer agent (the “Trustee”).

Fifth Amendment to the
Shareholders’ Agreement • April 30th, 2021 • Cosan S.A. • Retail-auto dealers & gasoline stations

Cosan S.A., Cosan Investimentos, Shell and Downstream Co are hereinafter referred to together as the “Parties” and individually as “Party”.

COSAN LUXEMBOURG S.A., as Company, COSAN S.A., as Guarantor, and Indenture Dated as of January 26, 2024
Indenture • November 8th, 2024 • Cosan S.A. • Retail-auto dealers & gasoline stations • New York

INDENTURE, dated as of January 26, 2024, among COSAN LUXEMBOURG S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B 175.646, as the Company, COSAN S.A., a sociedade anônima (corporation) incorporated under the laws of the Federative Republic of Brazil, as the Guarantor, and U.S. Bank Trust Company, National Association, a national baking association organized and existing under the laws of the United States of America, as Trustee, Paying Agent, Registrar and Transfer Agent.

AMENDMENT AND RESTATEMENT DEED TO THE JOINT VENTURE AGREEMENT DATED 11 JULY 2021
Joint Venture Agreement • May 16th, 2022 • Cosan S.A. • Retail-auto dealers & gasoline stations

Clause 1 of the JVA shall apply to this Amendment and Restatement Deed as if it were set out herein, but as if references in that clause to the JVA were references to this Amendment and Restatement Deed.

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