SECOND AMENDMENT TO THE COST SHARING AGREEMENT

Exhibit 4.10

SECOND AMENDMENT TO THE COST SHARING AGREEMENT

By this SECOND AMENDMENT dated as of October 28, 2020 to the COST SHARING AGREEMENT, entered into by CASINO, SUDACO and CBD on August 1st, 2014 (“Cost Sharing Agreement”) the Parties:

CASINO XXXXXXXX XXXXXXXXX X.X., a company duly incorporated and validly existing under the laws of France, with head offices at 0, Xxxxxxxxx xx Xxxxxx 42000 Saint-Etienne – France (“CASINO”);

CASINO SERVICES SAS, a company duly incorporated and validly existing under the laws of France, with head offices at 0, Xxxxxxxxx xx Xxxxxx 00000 Xxxxx- Etienne – France (“CASINO SERVICES”);

HELICCO PARTICIPAÇÕES LTDA., a company duly incorporated and validly existing under the laws of Brazil, with head offices at Xxx Xxxxxx Xxxxxx, 000, 00xx xxxxx, 00-0, room 53, in the city of São Paulo/SP, registered with the CNPJ/ME under No. 12.972.326/0001-60 (“HELICCO”);

XXXXXX PARTICIPAÇÕES S.A., a company duly incorporated and validly existing under the laws of Brazil, with head offices at Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxx, 0000, Parte, Jardim Paulista, in the city of São Paulo/SP, registered with the CNPJ/ME under No. 04.745.350/0001-38 (“XXXXXX”), as legal successor of SUDACO PARTICIPAÇÕES LIMITADA. (“SUDACO”), as a result of the merger of such company into XXXXXX pursuant to article 227 of Brazilian Federal Law n. 6,404/1976;

EURIS, a “société par actions simplifiée” incorporated under the laws of France, with its registered head office t 00, xxx xx Xxxxxxxx Xxxxx-Xxxxxx 00000 Xxxxx, registered with Paris Registre du Comnerce des Sociétés under number 348 847 062 (“EURIS”).

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, a company duly incorporated and validly existing under the laws of Brazil, with head offices at Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxx, 0000, in the city of São Paulo/SP (“CBD”); and

SENDAS DISTRIBUIDORA S.A., a company duly incorporated and validly existing under the laws of Brazil, with head offices at [Avenida Xxxxxx Xxxxx, 6000, XXX 0 XXX 00000 ANEXO A, Jacarepagua, in the City of Rio de Janeiro/RJ], registered with the CNPJ/ME under No. 06.057.223/0001-71 (“ASSAÍ” and together with CASINO, CASINO SERVICES, HELICCO, XXXXXX, XXXXX and CBD, the “Parties”).

WHEREAS:

(i) CASINO, SUDACO and CBD have entered into the Cost Sharing Agreement in order to govern the cost sharing relationship among them. EURIS, HELICCO, and CASINO SERVICES, became parties to the Cost Sharing Agreement upon execution of the First Amendment to the Cost Sharing Agreement on October 30th, 2014, the two Joinder Agreements dated August 18, 2015 and August 1st, 2016, respectively. XXXXXX became a party to the Cost Sharing Agreement as legal successor upon the merger of SUDACO into it, which occurred on August 17, 2015 and since then remained benefiting from the Activities;

(ii) As disclosed in the Material Fact published by CBD on September 9th, 2020, the Board of Directors of CBD approved initiating a study to segregate CBD’s cash and carry unit through a partial spin-off of CBD and its wholly owned subsidiary ASSAÍ. Such spin-off will be preceded by the transfer of the shareholding interest currently held by ASSAÍ in Almacenes Éxito S.A. to GPA (the spin-off, together with the preceding transfer aforementioned, the “Potential Transaction”).

(iii) Upon the implementation of the Potential Transaction, the shares issued by ASSAÍ and held by CBD will be distributed to the CBD’s shareholders, on a pro rata basis. The distribution of shares will occur after the listing of ASSAÍ’s shares on the Novo Xxxxxxx segment of B3 S.A. – Brasil, Bolsa, Balcão, together with listing of ADRs representing ASSAI’s shares on the New York Stock Exchange (NYSE).

(iv) if the Potential Transaction is implemented, ASSAÍ shall become a party to the Cost Sharing Agreement to benefit from the Activities performed by CASINO, CASINO SERVICES, EURIS, HELICCO, XXXXXX and Joining Parties (as defined in the Cost Sharing Agreement).

NOW, THEREFORE, THE PARTIES AGREE to enter into this second amendment on the date hereof, pursuant to the following terms and conditions.

1. DEFINITIONS

All terms used in this Second Amendment but not defined herein shall have the same meanings ascribed to them in the Cost Sharing Agreement.

2. CHANGES TO THE COST SHARING AGREEMENT

2.1 Conditioned upon the implementation of the Potential Transaction, the Parties agree that ASSAÍ shall become a party to the Cost Sharing Agreement, with no further act required in addition to the execution of this Second Amendment by the Parties. This Second Amendment shall not be effective before the implementation of the Potential Transaction. If the Parties and their shareholders cease to pursue the Potential Transaction, this Second Amendment shall be automatically terminated.

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2.2 The Parties agree that upon the occurrence of the condition set forth in Section 2.1, all references to CBD in the Cost Sharing Agreement shall read as references to CBD and/or ASSAÍ, unless the context requires otherwise. As a result, (a) all Activities undertaken to be performed by CASINO, CASINO SERVICES, EURIS, HELICCO, XXXXXX and Joining Parties pursuant to the terms and conditions of the Cost Sharing Agreement shall be in the benefit of CBD and ASSAÍ; and (b) ASSAÍ also undertakes to reimburse CASINO, CASINO SERVICES, EURIS, HELICCO, XXXXXX and any applicable Joining Parties for the costs incurred by each of them in connection with the Activities performed in the benefit of ASSAÍ.

2.3 The Parties agree that this Second Amendment, in particular Section 2.2 above, is not intended to create, and does not create, any joint and several liability for ASSAÍ and CBD under the Cost Sharing Agreement. Each of CBD and ASSAÍ shall be liable for its own obligations and responsibilities under the Cost Sharing Agreement.

2.4 The Parties agree to add the following information to Section 7.7 of the Cost Sharing Agreement:

If to ASSAÍ:

Sendas Distribuidora S.A.

Avenida Xxxxxx Xxxxx, nº 6.000, Lote 2, Pal 48959, Anexo A, Jacarepaguá,
Xxx xx Xxxxxxx/XX, XXX 00000-000, Xxxxxx.

Marked for the attention of the CEO

Copy to the attention of General Counsel

2.5 The Parties ratify all other terms and conditions not modified by this Second Amendment.

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IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to Cost Sharing Agreement to be duly executed and delivered as of the day and year first above written.

October 28, 2020.

CASINO XXXXXXXX XXXXXXXXX X.X.

/s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Attorney-in-fact

[Second page of signatures of the Second Amendment to Cost Sharing Agreement signed by and between Casino Xxxxxxxx Perrachon S.A., Helicco Participações Ltda., Companhia Brasileira de Distribuição, Euris and Sendas Distribuidora S.A. on October 28, 2020]

CASINO SERVICES SAS

/s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Chief Executive

HELICCO PARTICIPAÇÕES LTDA.

/s/ Xxxxxx Xxxxxxx Xxxxx

Name: Xxxxxx Xxxxxxx Xxxxx

Title: Officer

XXXXXX PARTICIPAÇÕES S.A.

/s/ Xxxxxx Xxxxxxx Xxxxx

Name: Xxxxxx Xxxxxxx Xxxxx
Title: Officer

EURIS

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: General Secretary

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[Third page of signatures of the Second Amendment to Cost Sharing Agreement signed by and between Casino Xxxxxxxx Xxxxxxxxx X.X., Helicco Participações Ltda., Companhia Brasileira de Distribuição, Euris and Sendas Distribuidora S.A. on October 28, 2020]

COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO

/s/ Xxxxxxx Xxxxxx xx Xxxxxxx		/s/ Guillaume Michaloux
Name: Xxxxxxx Xxxxxx xx Xxxxxxx		Name: Guillaume Michaloux
Title: Attorney-in-fact		Title: Attorney-in-fact

SENDAS DISTRIBUIDORA S.A.

/s/ Xxxxxxx xx Xxxxxxxxxx Xxxxx		/s/ Xxxxxxx Xxxxxx Papa
Name: Xxxxxxx xx Xxxxxxxxxx Xxxxx		Name: Xxxxxxx Xxxxxx Papa
Title: Officer		Title: Officer

Witnesses:

/s/ Xxxxxxx Xxxxx Jardim xx Xxxxx		/s/ Xxxxxx xx Xxxxx L Xxxxxxxx
Name: Xxxxxxx Xxxxx Jardim xx Xxxxx		Name: Xxxxxx xx Xxxxx L Xxxxxxxx
ID: (RG 49.433.380-7)		ID: (RG 43.195.522-0)

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