Exhibit 4.17


 





Free translation


 



Certain information has been omitted from the exhibit because it is both not material and would likely
cause competitive harm to the registrant if publicly disclosed. The omissions have been indicated by (“[***]”).


 


DocuSign Envelope ID: ED0FE3C3-1737-4DEE-BEE4-138565F51B54


 


1st AMENDMENT TO THE ELECTRICITY SALE
AGREEMENT BY AND BETWEEN SENDAS DISTRIBUIDORA S/A. (ASSAÍ ATACADISTA) AND GREENYELLOW SERVICOS E COMERCIALIZACAO DE ENERGIA
LTDA. AND, AS INTERVENING GUARANTOR, COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (“1st Amendment”).


 


ON THE ONE PART,


 


SENDAS DISTRIBUIDORA S/A.
(ASSAÍ ATACADISTA), a corporation organized under the laws of the Federative Republic of Brazil, with its principal
place of business at Avenida Ayrton Senna, 6.000, Lote 2 - Anexo A, Jacarepaguá, Rio de Janeiro - State of Rio de Janeiro,
registered with the National Corporate Taxpayer’s Register of the Ministry of Economy (CNPJ/ME) under No. 06.057.223/0001-71, herein
represented by its undersigned legal representatives, hereinafter referred to as Purchaser;


 


AND, ON THE OTHER PART,


 


GREENYELLOW SERVICOS E COMERCIALIZACAO
DE ENERGIA LTDA., registered with the National Corporate Taxpayer’s Register of the Ministry of Finance (CNPJ/MF) under No.
34.230.109/0001-37, with its principal place of business in the Capital City of the State of São Paulo, at Alameda Santos,
1.357, 13o andar, Cerqueira César, Zip Code (CEP) 01418-100, hereinafter referred to as Seller,


 


And, as INTERVENING GUARANTOR,


 


COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO, a corporation organized under the laws of the Federative Republic of Brazil, with its principal
place of business at Av. Brigadeiro Luiz Antônio, 3142 - Jardim Paulista, in the City of São Paulo, State of São
Paulo, registered with CNPJ/ME under No. 47.508.411/0001-56, herein represented according to its articles of incorporation, hereinafter
referred to as Guarantor;


 


And also, as Primary Suppliers,


 


[***];


 


[***];


 


[***];


 


[***];


 


[***]);


 


[***];


 


[***]; and


 


[***];


 


[***];


 


[***];


 


[***];


 


[***];


 


[***];


 


[***].


 


[***] (hereinafter referred
to simply as “[***]”, and [***], jointly with [***] and [***], “Primary Supplier”)




 






     


     


    




 


Whereas:


 


		a)	On December 31, 2019, the Parties executed the Electricity Sale Agreement, the purpose of which
is the sale of Contracted Electricity from incentivized source, entitled to a 50% rebate on the portion of the wire component of
TUSD/TUST subject to rebate, to be provided by Seller to Purchaser at the Delivery Point, during the period from January 1, 2022,
to December 31, 2034 (“Agreement”);



 


		b)	The Contracted Electricity comes from an agreed relationship with its Primary Suppliers (“Supply
Agreement”);



 


		c)	The Agreement provides for procedures to be carried out between the Parties in the event of a default
by Seller that results in the need for termination under the Supply Agreement;



 


		d)	It is necessary to adapt the Agreement in order to regulate the provisions of item c above, then
the Parties, as identified above, mutually agree to execute this 1st Amendment, the sections and conditions of which are binding
on the Parties and any of their successors, according to the following terms:



 


TITLE I - PURPOSE


 


Section 1 - The Parties mutually
agree to amend the Agreement, replacing it entirely with the Exhibit I to this 1st Amendment.


 


TITLE II - DEFINITIONS AND ASSUMPTIONS
APPLICABLE TO THE 1ST AMENDMENT


 


Section 2 - This 1st Amendment shall
become effective on the date of execution hereof, and shall remain in effect until the termination of the Agreement.


 


Section 3 - The capitalized terms
used in this 1st Amendment shall have meanings expressly ascribed to them herein, and when no meaning is expressly ascribed to
them herein, then they shall have the meanings expressly ascribed to them in the Agreement.


 


In witness whereof, the Parties execute
this Agreement in two (2) counterparts of equal form and content and with the same effect, before the two (2) undersigned witnesses.


 


São Paulo - State of São Paulo,
July 29, 2020.


 


SENDAS DISTRIBUIDORA S.A. (“ASSAÍ
ATACADISTA”)


Purchaser


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


DocuSigned by:


(sgd)


248C9A8BB10240D


Name: Anderson Barres Castilho


Title: title


Individual Taxpayer’s Register (CPF): [blank]


 






    2


     


    

 


COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO


Intervening Guarantor


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


GREENYELLOW SERVICOS E COMERCIALIZACAO
DE ENERGIA LTDA.


Seller


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


[***]


Primary Suppliers


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


Witnesses:


 


DocuSigned by:


(sgd)


28BF4F82989F4AF


Name: Lucas Attademo


Individual Taxpayer’s Register (CPF): 107.946.217-16


 


[blank]


Name: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 









    3


     


    

 


EXHIBIT I


 


ELECTRICITY SALE AGREEMENT EXECUTED BY AND
BETWEEN SENDAS DISTRIBUIDORA S/A. (ASSAÍ ATACADISTA) AND GREENYELLOW SERVICOS E COMERCIALIZACAO DE ENERGIA LTDA. AND, AS
INTERVENING GUARANTOR, COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, AND ALSO, AS PRIMARY SUPPLIERS, [***] AND ITS AFFILIATES


 


ELECTRICITY SALE AGREEMENT BY AND BETWEEN
SENDAS DISTRIBUIDORA S/A. (ASSAÍ ATACADISTA) AND GREENYELLOW SERVICOS E COMERCIALIZACAO DE ENERGIA LTDA. AND, AS INTERVENING
GUARANTOR, COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (“Agreement”).


 


ON THE ONE PART,


 


SENDAS DISTRIBUIDORA S/A.
(ASSAÍ ATACADISTA), a corporation organized under the laws of the Federative Republic of Brazil, with its principal
place of business at Avenida Ayrton Senna, 6.000, Lote 2 - Anexo A, Jacarepaguá, Rio de Janeiro - State of Rio de Janeiro,
registered with the National Corporate Taxpayer’s Register of the Ministry of Economy (CNPJ/ME) under No. 06.057.223/0001-71, herein
represented by its undersigned legal representatives, hereinafter referred to as Purchaser;


 


AND, ON THE OTHER PART,


 


GREENYELLOW SERVICOS E COMERCIALIZACAO
DE ENERGIA LTDA., registered with the National Corporate Taxpayer’s Register of the Ministry of Finance (CNPJ/MF) under No.
34.230.109/0001-37, with its principal place of business in the Capital City of the State of São Paulo, at Alameda Santos,
1.357, 13o andar, Cerqueira César, Zip Code (CEP) 01418-100, hereinafter referred to as Seller.


 


And, as INTERVENING GUARANTOR,


 


COMPANHIA BRASILEIRA DE
DISTRIBUIÇÃO, a corporation organized under the laws of the Federative Republic of Brazil, with its principal
place of business at Av. Brigadeiro Luiz Antônio, 3142 - Jardim Paulista, in the City of São Paulo, State of São
Paulo, registered with CNPJ/ME under No. 47.508.411/0001-56, herein represented according to its articles of incorporation, hereinafter
referred to as Guarantor;


 


And also, as Primary Supplier,


 


[***];


 


[***];


 


[***];


 


[***];


 


[***];


 


[***];


 


[***]; and


 


[***]


 


[***];


 


[***];


 


[***];


 


[***];


 


[***];


 


[***].


 


[***] (hereinafter referred
to simply as “[***]”, and [***], jointly with t[***] and [***], “Primary Supplier”)


 







    4


     


    







 


Whereas:


 


		e)	Seller is a trading agent authorized by CCEE to operate in the free market;



 


		f)	Seller is interested in selling, and Purchaser is interested in buying a certain amount of electricity
on the open market for a period of fifteen (15) years;



 


		g)	On this date, Seller and Purchaser executed an Electricity Sale Agreement with term of effectiveness
of two (2) years, with supply for the remaining thirteen (13) years subject to compliance with certain conditions precedent, as
specified in this Agreement;



 


		h)	Seller has plans to obtain authorization from CCEE to operate as a retailer, and it is also in
the interest of Purchaser, when it is granted the said authorization, to migrate its units under the management of Seller from
a free market unit to a retail unit, and the Parties also agree that, upon the consummation of such migration, this Agreement shall
be revised and duly amended to make it reflect the requirements of the retail market;



 


Seller and Purchaser, hereinafter referred
to individually as Party and jointly as Parties, as identified above, mutually agree to execute this Agreement, the sections and
conditions of which are binding on the Parties, Guarantor and any of their successors, according to the following terms:


 


TITLE I – DEFINITIONS AND ASSUMPTIONS
APPLICABLE TO THE AGREEMENT


 


Section 1 - In this Agreement, technical
words and terms will be used and their meanings, unless otherwise specified, shall be as following:


 


		a)	“CCEE Agent”: any Concessionaire, Permittee or Authorized Person that engages
in provision of electricity services and installations, as well as Sellers, Free Consumers and Special Consumers;



 


		b)	“Monthly Adjustments”: any adjustments to be made by Seller in the CLIQCCEE related
to the Monthly Contracted Electricity, in each month of the Supply Period;



 


		c)	“ANEEL”: Brazilian Electricity Regulatory Agency, a special instrumentality responsible
for regulation and inspection of electricity services, instituted by Law No. 9427, of December 26, 1996, and regulated by Decree
No. 2335 of December 6, 1997, as amended;



 


		d)	“Measurement Agent”: the CCEE Agent responsible for collecting, sending and adjusting
measurement data from the measurement point in the CLIQCCEE system.



 


		e)	“Competent Authority”: any legal, arbitral or government authority with power
to interfere in this Agreement or in the Parties’ activities;



 


		f)	“CCEE”: Electricity Trading Chamber, a non-profit legal entity of private law
that operates as regulated and inspected by ANEEL, the purpose of which is to account for and settle the electricity purchase and
sale transactions between the CCEE Agents in the National Interconnected System;



 


		g)	“Gravity Center”: the virtual point in a specific Submarket of the National Interconnected
System, according to terms of the Sale Rules, where Contracted Electricity is delivered symbolically for accounting purposes;



 






    5


     


    




 


		h)	“CLIQCCEE”: the computer system developed based on the Sale Rules and Sale Procedures,
which supports the accounting and financial settlement of all electricity sold in the CCEE;



 


		i)	“Supply Agreement”: the agreement executed by and between Seller and Primary Supplier
on December 23, 2019, the purpose of which is the sale of electricity from incentivized sources, entitled to a [***]% rebate on
the portion of the wire component of TUSD/TUST subject to rebate, with the same technical characteristics described in Annex I
to this Agreement;



 


		j)	“Trading Convention”: document that establishes the structure and operation of
the CCEE, instituted by ANEEL Normative Resolution No. 109, of October 26, 2004;



 


		k)	“Sector Charges”: all specific fees, contributions, charges, and costs of the
power industry, including, but not limited to, System Service Charges (ESS), Reserve Energy Charge, and Electricity Development
Account (CDE);



 


		l)	“Electricity”: the quantity of active electricity during any period of time, expressed
in Watt-hour (Wh) or its multiples;



 


		m)	“Contracted Electricity”: the quantity of electricity established in Annex I to
be made available by Seller to Purchaser during the Supply Period, expressed in MWh (megawatt hour) and average MW (average megawatt);



 


		n)	“Monthly Contracted Electricity”: the quantity of Contracted Electricity for each
Contract Month of the Supply Period, expressed in MWh (megawatt hour), according to the Seasonalization defined in Annex I to this
Agreement;



 


		o)	“Billable Monthly Electricity”: quantity of electricity to be billed by Seller
for each Contract Month;



 


		p)	“Flat”: homogeneous distribution of Contracted Electricity in monthly or hourly
amounts according to the Seasonalization or Modulation agreed by the Parties according to the terms of Annex I to the Agreement;



 


		q)	“Flexibility”: possibility for Purchaser, as agreed between the Parties in Annex
I, to adjust the amount of Contracted Electricity for a Contract Month at its sole discretion;



 


		r)	“Primary Supplier”: [***], and all its subsidiaries, as electricity generation
company and Seller under the Supply Agreement;



 


		s)	“Economic Group”: means, in relation to any of the Parties, any company that,
individually or jointly, directly or indirectly, holds a shareholding interest in a certain Party, has its capital held in whole
or in part by a certain Party, or is a partner in a company together with a certain Party;



 


		t)	“Law”: all constitutional provisions, laws, provisional measures, decrees, resolutions,
ordinances, instructions, orders, declarations, rulings, regulations and official interpretations of any Competent Authority with
jurisdiction over the matter concerned, including the Sales Rules and the Sales Procedures, and the respective subsequent amendments
thereto or any writings that may replace them;



 


		u)	“Contract Month”: each and every calendar month of each year of the Supply Period;



 


		v)	“Short-Term Market”: segment of CCEE where the differences between the quantities
of electricity contracted and registered by the CCEE agents and the quantities of generation or consumption actually verified and
attributed to the respective CCEE agents are traded.



 






    6


     


    




 


		w)	“Modulation”: distribution of Monthly Contracted Electricity at all hours of the
respective Contract Month;



 


		x)	“Notice of Dispute”: a written notice to the Parties about disputes arising from
and/or relating to the provisions of this Agreement;”



 


		y)	“ONS”: the Electric System National Operator created by Law No. 9648/1998;



 


		z)	“TUSD/TUST Reduction Reference Percentage”: reference percentage equal to fifty
percent (50%) of the portion of the wire component of TUSD/TUST subject to rebate;



 


		aa)	“Supply Period”: the period during which Seller will provide Purchaser with the
Contracted Electricity as set out in Annex I;



 


		bb)	“Delivery Point”: the Submarket Gravity Center in which the Contracted Electricity
shall be made available and sold by Seller to Purchaser by symbolic delivery, as provided for in Annex I;



 


		cc)	“PLD”: the Settlement Price for the Differences to be announced by the CCEE, calculated
in advance, with a weekly maximum periodicity and based on the operation marginal cost, limited by minimum and maximum prices,
in force for each calculation period and for each Submarket, based on which the electricity sold in the Short-Term Market is priced.



 


		dd)	“Sales Procedures”: set of rules approved by ANEEL, which define the conditions,
requirements, events, and terms related to the sale of electricity in the CCEE;



 


		ee)	“Sales Rules”: set of operating and business rules and their algebraic formulations
defined by ANEEL, applicable to the sale of electricity in the CCEE;



 


		ff)	“Seasonalization”: monthly distribution within each Supply Period of the quantities
of annual Contracted Electricity, subject to the Sales Rules and Procedures;



 


		gg)	“Accounting and Settlement System (SCL)”: the computer system developed based
on the Sale Rules and Sale Procedures, which supports the accounting and financial settlement of all electricity sold under the
scope of the CCEE;



 


		hh)	“National Interconnected System (SIN)”: the set of facilities and equipment responsible
for the electricity supply of the electrically-connected regions of the country.



 


		ii)	“Submarket”: divisions of the National Interconnected System (SIN) for which specific
PLDs are established and the boundaries of which are defined based on the presence and duration of relevant transmission constraints
on the flows of electricity in the SIN.



 


		jj)	“Taxes”: all taxes, fees, and contributions accruing on the supply under this
Agreement, excluding any other taxes now existing or that may be created on the net profit or income of any of the Parties. Such
exclusion includes, but it is not limited to, corporate income tax, social contribution on net profits and taxes or contributions
on financial transactions;



 


		kk)	“TUSD/TUST”: Fees for Use of the Electric Distribution and Transmission Systems
to be charged to the Consumer Units for the use of the distribution and transmission networks of the concessionaires of the place
where it is connected; and



 


		ll)	“Consumer Unit” means each Purchaser consumer unit listed in Annex III to this
Agreement.



 


Sole Paragraph - All the terms defined
above, when used in the singular in the context of this Agreement and exhibits hereto shall also include plural and vice versa.


 






    7


     


    

 


Section 2 - In order to enforce
the provisions under this Agreement, the Parties represent that they agree to comply with the Sale Rules, the Sale Procedures and
the Law and amendments thereto.


 


Section 3 - The Annexes to this
Agreement described below are part of this Agreement as they had been fully transcribed herein, and the Parties hereby represent
that they are aware of the entire content thereof:


 


		a)	Annex I - Agreement Specific Conditions;



 


		b)	Annex II - Communication Channels;



 


		c)	Annex III - List of Consumer Units;



 


		d)	Annex IV - Reimbursement of Penalties and Restoration of Generation Capacity;



 


		e)	Annex V - Corporate Guarantee Letter - Primary Suppliers; and



 


		f)	Annex VI - Power of attorney.



 


TITLE II - PURPOSE, CONDITIONS PRECEDENT
AND TERM OF EFFECTIVENESS


 


Chapter I - Purpose


 


Section 4 - The purpose of the Agreement
is the sale of Contracted Electricity from incentivized source, entitled to a [***]% rebate on the portion of the wire component
of TUSD/TUST subject to rebate, to be supplied by Seller to Purchaser at the Delivery Point during the Supply Period, as set out
in Annex I.


 


Paragraph Two - The Parties agree
that Seller shall solely bear all the risks, obligations, liabilities, Taxes, fees, costs and Sector Charges that are incurred
and/or verified as result of the supply of the Contracted Electricity to the Gravity Center.


 


Paragraph Two - The Parties agree
that Purchaser shall solely bear all the risks, obligations, liabilities, Taxes, fees, costs and Sector Charges that are incurred
and/or verified after the supply of the Contracted Electricity to the Gravity Center.


 


Paragraph Four - The Parties acknowledge
that the physical supply of the Contracted Electricity is not part of the scope of this Agreement and shall be fully subordinated
to the technical determinations of ONS and ANEEL, including any determination of electricity rationing by the Competent Authority.


 


Chapter II - Conditions Precedent


 


Conditions Precedent


 


Section 5 - The Parties’ obligations
regarding the sale and purchase of Contracted Electricity are subject to the final approval by the Primary Supplier of the capacity
to supply the amount of Electricity contracted hereunder during all the Supply Period.


 


Paragraph One - Seller shall inform
Purchaser, until June 30, 2020, provided that this limit date may be extended by Seller with reasonable justification, but in any
event by no longer than September 30, 2020, about the obtainment of all the necessary approvals for the supply of Contracted Electricity
for the Supply Period, upon written notice to Purchaser (“Notice of Satisfaction of the Conditions Precedent”).


 


Paragraph Two - Upon receiving the
Notice of Satisfaction of the Conditions Precedent, Purchaser shall confirm its acceptance within five (5) business days, which
confirmation may not be unreasonably withheld, provided that confirmation will be implied if Purchaser does not answer giving its
confirmation within the period of time set forth above.


 






    8


     


    

 


Paragraph Three - If Seller does
not give the Notice of Satisfaction of the Conditions Precedent by June 30, 2020, or by a date extended according to Paragraph
One above, Purchaser may immediately and unilaterally terminate this Agreement, without any lien or charges, upon written notice
to Seller.


 


Chapter III - Term of Effectiveness


 


Section 6 - This Agreement shall
enter into effect on the earlier of the date when Purchaser gives notice to Seller agreeing with the Notice of Satisfaction of
the Conditions Precedent or the date of expiration of the deadline set forth in Section 5, Paragraph Two above, and will remain
in effect until the actual fulfillment of all contractual obligations, including the payment of the invoice relating to the last
month of the Supply Period, according to Annex I.


 


TITLE III - QUANTITIES, SEASONALIZATION,
FLEXIBILITY, AND MODULATION


 


Chapter
I - Quantities


 


Section 7 - The quantity of Contracted
Electricity sold by Seller to Purchaser under the conditions of this Agreement is the one stipulated for each year of the Supply
Period, as specified in Annex I hereto.


 


Paragraph One - The Billable Monthly
Electricity is the Monthly Contracted Electricity adjusted in accordance with the flexibility set out in Section 9 below.


 


Chapter II - Seasonalization and Modulation


 


Section 8 - The conditions for distribution
of the Contracted Electricity quantities upon Seasonalization and Modulation are set out in Annex I to this Agreement.


 


Chapter III - Flexibility


 


Section 9 - The Contracted Electricity
shall be supplied by Seller to Purchaser on a monthly basis with a supply flexibility of up to ten percent (10%) upwards or downwards,
as detailed in Annex I of this Agreement.


 


Section 10 - Seller shall provide
Purchaser, until the 2nd business day of each month, with the measurement data consolidated per Consumer Unit, listed in Annex
III, collected from the SCDE system to determine the monthly consumption, plus losses equivalent to [***]% of the measured consumption.
The measured electricity, plus losses, will be applied to the flexibilities for determining the Billable Monthly Electricity. This
flexibility shall be exercised in accordance with Purchaser’s official consumption measurement reports - CCEE MED003 - or any future
format that may replace it.


 


Paragraph One - If Purchaser, for
any reason, in a given Contract Month, does not need [***]%of the Monthly Contracted Electricity, the Billable Monthly Electricity
will be equivalent to at least [***]%of the Monthly Contracted Electricity.


 


Paragraph Two - If Purchaser, for
any reason, in a given Contract Month needs more than [***]% of the Monthly Contracted Electricity, the Billable Monthly Electricity
will be equivalent to at most [***]%of the Monthly Contracted Electricity.


 


TITLE IV - AGREEMENT REGISTRATION AND
VALIDATION


 


Section 11 - Seller will carry out
the entire management of Contracted Electricity before the CLIQCCEE, proceeding to registration and validation of the quantities
of Contracted Electricity within the deadlines provided for in the Sales Procedures and in accordance with the terms agreed in
this Section.


 






    9


     


    

 


Paragraph One - Until January 1,
2020, Seller will register and validate with CLIQCCEE, on behalf of Purchaser, the amount of Contracted Electricity corresponding
to twelve (12) months after the start of the Supply Period.


 


Paragraph Two -- Monthly, if Seller
does not register the volume of Contracted Electricity within the deadlines set out in the Sales Rules, Seller shall bear the costs
with the financial settlement of the MCP, with the payment of penalties for exposure of electricity generation capacity, and with
the restoration of electricity in the immediately following accrual Contract Month. Purchaser hereby agrees to refund, within five
(5) business days, the amount paid in relation to the electricity used to restore the generation capacity upon financial settlement.
For illustrative purposes only, this Agreement, in the form of Annex IV, contains the rationale of the mechanisms for reimbursement
of penalties and restoration of generation capacity.


 


Paragraph Three - Seller will be
required to make Monthly Adjustments during all the Supply Period.


 


Paragraph Four - If Seller, for
any reason, fails to perform management of the Contracted Electricity at CCEE (including adjustments) under the terms of this Agreement
and in accordance with the Rules and Sales Procedures, it will be deemed in default and shall indemnify Purchaser for all costs
and penalties that the latter has provenly incurred with the quantities not registered, not validated and/or not adjusted in the
CCEE accounting, as the case may be.


 


Paragraph Five - For the purpose
of complying with the provisions of this Section, Seller shall, every 2nd business day of each month, provide Purchaser with a
report informing the Monthly Contracted Electricity of the previous month.


 


Section 12 - In the event that Seller
does not register or adjust the Contracted Electricity due to Purchaser default, Purchaser shall not be entitled to the Contracted
Electricity and/or to any complaint, and this Agreement may be terminated, and Purchaser shall pay the amounts relating to the
fine and financial compensation provided for in Sections 30 and 31.


 


Section 13 - Without prejudice to
the provisions of Sections 30 and 31 of this Agreement, if the registered quantity of Contracted Electricity is to be changed/adjusted
by CCEE, in accordance with the Sales Procedures and Rules and as established in ANEEL Normative Resolution No. 622, of August
19, 2014, due to Seller’s proven fault, Seller undertakes to reimburse Purchaser upon debit note to be paid within up to five (5)
business days after the date of its issue. The amount of reimbursement shall take into account the losses and damages duly proven
resulting from the said adjustment, proportional to the amount of electricity adjusted by the CCEE, including, but not limited
to (i) amounts paid in the Short-Term Market; (ii) penalties for insufficient electricity generation capacity; and (iii) replacement
electricity to be supplied to Purchaser. With respect to replacement electricity, Purchaser hereby agrees to refund, within up
five (5) business days, the amount paid in relation to the electricity used to restore the generation capacity upon financial settlement.


 


Sole Paragraph - If the registration
of the Agreement is definitely canceled by the CCEE, due to proven fault of the Seller, Seller shall pay the amounts provided for
in Sections 30 and 31.


 









    10


     


    

 





TITLE V - PRICES AND ADJUSTMENTS


 


Chapter I - Prices


 


Section 14 - The Contract Price
valid for each year of the Supply Period is established in Annex I hereto.


 



 


Paragraph One - The Parties acknowledge
that the contract price, together with the adjustment rules provided for in the Agreement, is sufficient, on this date, for the
fulfillment of the obligations provided for herein.


 


Paragraph Two - The creation, alteration
or extinction of Taxes and/or Sector Charges related to the subject matter of this Agreement that directly impacts the economic-financial
balance of the Agreement shall be discussed between the Parties for a possible adjustment upwards or downwards of the contractual
price of electricity. Studies of impacts on the Agreement due to changes in Taxes and/or Sector Charges shall be made by the interested
Party and submitted to the other Party by written notice, informing the event that changed the ordinary condition of the Agreement,
the date of its occurrence, the impacts on the contractual price and the suggestion of new prices.


 


Paragraph Three - If the Parties
agree with the adjustment of the Contract Price, they shall execute an amendment to this Agreement to reflect such adjustment within
up to thirty (30) days after the sending of the notice.


 


Paragraph Four - In the event of
disagreement about the adjustment of the Contract Price or about its new amounts, the Parties agree to proceed in accordance with
Title XII.


 


Paragraph Five - Without prejudice
to Paragraph Six of this Section, the Parties resolve that any subsequent regulatory changes resulting in a change in the ceiling
price of the PLD (Settlement Price for Differences), or even in any change in the systematic calculation of the PLD, including,
but not limited to, the calculation of prices on an hourly basis, as well as any reductions in the electricity demand in the Free
Contracting Environment (ACL), will not result in changes in the commercial sections, in Annex I and/or adjustment of the contract
price.


 


Paragraph Six - The Parties represent
that they know that the determination of the Settlement Price for Differences (“PLD”) may change, including, but not
limited to, the implementation of the price with hourly training. In the event of an actual change in the PLD, in the hourly training
or other procedures/criteria, there will be no changes in the commercial sections and conditions agreed under Paragraph Five of
this Section.


 


Paragraph Seven - The Parties shall
be responsible for the payment of Taxes levied on their income, including those levied on financial transactions, without any transfer
of such responsibility to the other Party.


 


Chapter II - Adjustments


 


Section 15 - The base date for adjustment
of the Contract Price valid for each year of the Supply Period is defined in Annex I hereto, and such price shall be adjusted on
the dates and based on indexes provided for in the said Annex I.


 


Paragraph One - The contract price,
subject to the adjustment date and index set out in Annex I, shall be adjusted according to the formula below:


 


 


Paragraph Two - If the inflation
rate provided for in Annex I is extinguished, another one that will replace it will be adopted and, in case of uncertainty of substitute
rate, other rate shall be agreed between the Parties.


 









    11


     


    

 





TITLE VI - BILLING AND PAYMENT


 


Chapter I - Billing


 


Section 16 – The electricity
will be billed on a monthly basis according to the Billable Monthly Electricity quantity, in megawatt-hours, and the Contract Price
agreed under this Agreement, according to the formula below:


 


[***]


 






Section 17 - Purchaser shall pay
all Sector Charges and Taxes for which it is responsible.


 


Section 18 - Considering that the
Contracted Electricity is from an incentivized source, pursuant to Law No. 9427/1996, Article 26, paragraph 1, Purchaser shall
be entitled to a [***]% rebate in the TUSD/TUST, according to the terms of the Sales Rules and Sales Procedures.


 


Paragraph One - If, in a certain
Contract Month, the Percentage Reduction in TUSD/TUST is less than the Reference Percentage for Reduction in TUSD/TUST, as defined
in Annex I, Seller shall submit a detailed report showing the loss of rebate in order for the Purchaser to issue a debit note for
partial cancellation, stating the lower amount of the actual operation and the reason for its issue and the number and date of
the debit note, proportionally to the TUSD/TUST Reduction Percentage delivered, after exhaustion of all possibilities of disputing
the rebate reduction before the CCEE.


 


Paragraph Two - In the event of
republication or recalculation of the rebate matrix described in the Paragraph One above, Seller will issue a debit note for reimbursement,
stating the additional value of the actual operation and stating the reason for its issue and the number and date of original invoice,
proportionally to the TUSD/TUST Reduction Percentage delivered, after exhaustion of all possibilities of disputing the rebate reduction
before the CCEE.


 


Paragraph Three - The Parties represent
that they freely agreed on this provision with regard to the formula given above and the reimbursement thereof, and that they are
aware that due to the system of calculating the TUSD/TUST Reduction Percentages at CCEE, a time lag will occur. The Parties also
represent that they know CCEE’s method of publishing and reviewing the TUSD/TUST Reduction Percentages and the possibility of reassessing
and recalculating the price, considering the TUSD Rev.0 (sic) amount of the last month of supply.


 


Paragraph Four - The Parties hereby
acknowledge that, in the event of any regulatory change that is proven to have a neutral effect on the adjustment and price conditions,
no refund will be due and there will be no change in the Contract Price.


 


Paragraph Five - Seller shall not
be liable for the financial reimbursement provided for in this Section as result of reduction in the TUSD/TUST rebate, which is
proven to have been motivated by Purchaser, according to the Sales Procedures and Sales Rules.


 


Paragraph Six - The reduction of
the applicable discount on TUSD/TUST will not constitute Seller’s contractual default when reimbursed according to this Section.


 


Paragraph Seven - The Parties hereby
agree that, under no circumstances described above, the amount attributed to the financial compensation resulting from the loss
of the discount in the TUSD/TUST will be greater than the component (VPNA1) provided for in Annex I to this Agreement.


 


Chapter II - Payment


 


Section 19 - The way in which the
electricity invoices/bills are to be sent by Seller to Purchaser and the respective maturity dates thereof are provided for in
Annex I.


 


Paragraph One - Seller will provide
Purchaser with billing details by email addressed to the people designated by Purchaser in Annex II.


 


Paragraph Two - In case of delay
in the issue of the tax invoice by Seller, the payment date will be extended for the same period of time, maintaining the interval
of business days originally provided for in this Agreement between the issue of the invoice and the payment date.


 






    12


     


    

 


Paragraph Three - Any expenses incurred
with banking operations resulting from the payments shall be borne by the Party itself, without any charge to the other Party.


 


Paragraph Four - All payments due
by Purchaser must be made free of any lien and deductions not expressly provided for in this Agreement, unless any lien and deductions
are due to legal and/or regulatory determination.


 


Section 20 - If, in relation to
any invoice, there are undisputed amounts and clear debts that have not been disputed by Purchaser, Purchaser shall pay the undisputed
amount on the respective due date.


 


Paragraph One - Once the question
regarding the disputed amounts has been resolved, the owing Party shall, within up to ten (10) business days from the due date
of the invoice, if any additional payment is required, pay the amount of the difference to the other Party.


 


Paragraph Two - The parties understand
and accept that the aforementioned default charges will only apply, in this specific case, to the disputed amount, if Purchaser’s
questioning proves to be incorrect.


 


Paragraph Three - In the event that
any discrepancies in the amounts invoiced persist, the Parties agree to proceed as provided for in Title XII.


 


Chapter III - Default in the Payment
and its Effects


 


Section 21 - Purchaser shall be
deemed to be in default if it fails to fully or partially pay any of the amounts due on their due dates.


 


Section 22 - In the event of late
payment by Purchaser of any Bill or Tax Invoice issued under this Agreement, the following charges shall accrue on the overdue
amounts, plus monetary restatement based on the same adjustment index set out in Annex I:


 


		a)	fine of [***]%on the amount due;



 


		b)	default interest calculated on the invoice amount, which
shall be equal to [***]% per month, calculated on a pro rata die basis, for the period between the due date and the date
of the actual payment (exclusive);



 


TITLE VII - PURCHASER’S GUARANTEE


 


Section 23 - In order to ensure
faithful, timely and full compliance with its current and/or future, principal and ancillary, pecuniary obligations related to
the Contracted Electricity for the entire Supply Period, Guarantor hereby irrevocably and irreversibly, in its name and in the
name of its successor in any way, as guarantor, principal payor, co-obligor and debtor jointly and severally with Purchaser, guarantees
in favor of Seller the payment of all amounts due under this the terms of this Agreement (“Guarantee”).


 


Paragraph One - Guarantor hereby
represents to be legally capable and able to provide the Guarantee, and irrevocably and irreversibly accepts to be the principal
payer and jointly and severally responsible for any and all current and/or future, principal and/or accessory obligations due under
the terms of this Agreement.


 


Paragraph Two - In case of Purchaser’s
default, pursuant to article 397 of the Civil Code, Guarantor shall pay the amount due for the Contracted Electricity within fifteen
(15) calendar days after receiving a written notice from Seller to Guarantor informing that Purchaser is in default.


 






    13


     


    

 


Paragraph Three - Guarantor expressly
waives the benefit of privilege under Article 827 do Código Civil, and no objection or opposition by Purchaser may be admitted
or invoked by Guarantor with the intent to be released from its obligations to Seller.


 


Paragraph Four - This Guarantee
shall become effective on the date of execution of this Agreement and will remain valid in all its terms until the date of full
settlement of the amount due for the Contracted Electricity for all the Supply Period.


 


Paragraph Five - Guarantor hereby
represents that it has read and agrees with the provisions of this Agreement in its entirety, and is aware of all its terms and
conditions.


 


TITLE VIII - ACT OF GOD OR FORCE MAJEURE,
AND RATIONING


 


Chapter I - Act of God or Force Majeure


 


Section 24 - In the event that any
Party is prevented from performing any of its obligations under this Agreement due to an Act of God or Force Majeure, pursuant
to article 393 of the Brazilian Civil Code, this Agreement shall remain in force, but the obligations affected by the Act of God
or Force Majeure shall be suspended for a period equal to the duration of the said events and proportionally to their effects.


 


Paragraph One - The Party affected
by the occurrence of an Act of God or Force Majeure shall notify the fact to the other Party within no longer than forty-eight
(48) hours from the date of the event, upon written notice including (i) detailed description of the Act of God or Force Majeure;
(ii) and information about its nature, the extent to which such event jeopardizes the performance of its obligations under this
Agreement; and (iii) the estimated period during which the Act of God or Force Majeure will prevent the affected Party from performing
its obligations suspended by such event. The suspension of the obligations as a result of Act of God or Force Majeure shall not
release the affected Party from its obligation to deliver the volumes agreed or to pay the amounts due in relation to the period
prior to the occurrence Act of God of Force Majeure and/or in respect of obligation not affected by the Act of God or Force Majeure.


 


Paragraph Two - The Party affected
by the Act of God or Force Majeure undertakes to take all measures within its reach to overcome the effects arising from the Act
of God or Force Majeure that prevent it from performing its obligations, or to mitigate the extension of such effects aiming at
the performance, even if partially, of its obligations under this Agreement.


 


Paragraph Three - On the occasion
on which the Act of God or Force Majeure ceases, the affected Party shall notify the fact to the other Party within forty-eight
(48) hours, upon written notice, and immediately resume the performance of its obligations under this Agreement.


 


Paragraph Four - For purposes of
this Agreement, under no circumstances the occurrence of any of the events listed below shall be deemed Force Majeure or Act of
God:


 


		i.	problems and/or difficulties of economic and financial nature by any Party;



 


		ii.	any measure from any Competent Authority which either Party could have avoided if it had complied
with the applicable law;



 


		iii.	insolvency, liquidation, bankruptcy, court-supervised or out-of-court reorganization, restructuring,
closing, termination or similar event, of one Party, companies of its Economic Group or third parties;



 


		iv.	Purchaser’s loss of market or its inability to use the Contracted Electricity;



 


		v.	the possibility of Seller or Purchaser, respectively, selling or purchasing the Contracted Electricity
in the market with prices more favorable than those agreed hereunder;



 






    14


     


    

 


		vi.	strikes, manifestos or commotions of employees or contractors of the Parties or companies of their
Economic Groups;



 


		vii.	variations in the PLD or any type of change in its calculation methodology or definition of the
minimum and maximum limits or even calculation and accounting of hours, as well as price variations in the Free Market or even
in the Captive Market.



 


		viii.	CCEE’s refusal to account for and/or settle this Agreement as a result of proven action or omission
by any of the Parties;



 


		ix.	default or early termination of other electricity sale and purchase agreements entered into by
the Parties with third parties;



 


		x.	variations in demand for electricity by consumers/clients of the Parties, or general variations
in demand in the Free Contracting Environment (ACL);



 


		xi.	changes in the market conditions in which the Parties operate;



 


		xii.	imposition of government restrictions on the execution of this Agreement, as a result, for example,
of electricity rationing programs, provided that no order from competent authority making the execution of the Agreement unfeasible
is contemplated hereby.



 


Paragraph Six - If any Party hereto
erroneously claims the occurrence of Act of God or Force Majeure to escape from performing any obligation hereunder, the other
Party will be entitled to terminate this Agreement, and the Party giving rise to termination shall be subject to the penalties
provided for in this Agreement.


 


Paragraph Six - The occurrence of
an Act of God or Force Majeure so recognized will imply the suspension of Seller’s obligation to deliver the volumes of Contracted
Electricity and, consequently, the suspension of Purchaser’s obligation to pay therefor. The suspension of the obligations will
continue for the same period as the Act of God or Force Majeure continues, and will not give rise to automatic extension of the
Supply Period.


 


Chapter II - Rationing and Rationalization


 


Section 25 - The contractual responsibilities,
in the event of electricity rationing, shall be governed by the Applicable Law and/or the Sale Procedures and Rules that may be
determined by the Competent Authority.


 


Sole Paragraph - In the event of
a rationing decree, and if there are no rules to be applied to a given affected transaction nor any provision in the Sales Rules
and Procedures to regulate the subject, the respective transaction shall immediately suffer a reduction in the quantity of Contracted
Electricity and in the corresponding payment, in the exact proportion of the consumption reduction target that may be adopted for
the relevant Submarket or the Purchaser Consumer Unit (if applicable), during the period in which the rationing continues.


 


TITLE IX - IRREVOCABILITY


 


Section 26 - Except as provided
for in Section 27 below, this Agreement is executed on an irrevocable and irreversible basis to be effective during the Supply
Period, pursuant to Section 6.


 


TITLE X - EVENTS OF EARLY TERMINATION,
LIABILITY AND INDEMNITY


 


Chapter I - Early Termination Events


 


Section 27 - Notwithstanding the
irrevocable and irreversible nature of the Agreement, the non-breaching Party may terminate the Agreement upon prior notice to
the breaching Party. The breaching Party shall be entitled to a period of five (5) business days, per event, from the receipt of
the aforementioned notice to cure a breach of financial obligations, and fifteen (15) business days to cure a breach of non-financial
obligations, except in the case of subsection i. below. This Agreement may be early terminated by the non-breaching Party in the
event of any of the following circumstances:


 


		i.	In the event of filing for bankruptcy, dissolution, or judicial or extrajudicial liquidation of
the other Party or in the event of court-supervised or out-of-court reorganization of the other Party;



 






    15


     


    

 


		ii.	If the other Party fails to obtain any legal, governmental, or regulatory authorization that is
essential for the performance of the activities or obligations under this Agreement at the beginning of the Supply Period, or may
have it revoked, including, but not limited to, the permit to conduct its business, or may have its rights as CCEE member suspended;



 


		iii.	If the registration of the Agreement by Seller is canceled or adjusted in whole or in part by CCEE
or by Competent Authority, and Seller has not registered in favor of Purchaser another electricity sale and purchase agreement
covering the obligations assumed in this Agreement;



 


		iv.	If the guarantees set out in this Agreement are not provided or are not renewed, supplemented and/or
do not remain in force, as provided for in the Agreement;



 


		v.	In event that Seller does not register and validate Contracted Electricity with CLIQCCEE, according
to the terms hereof;



 


		vi.	In the event of a change in the control of one of the Parties in disagreement with the conditions
required under Title XIV of this Agreement;



 


		vii.	Breach by the other Party of any of its obligations under this Agreement, subject to the cure period
provided for in the main provision hereof; and



 


		viii.	Failure by any of the Parties to comply with the provisions of Section 38 will result in immediate
termination of the Agreement, regardless of prior notice.



 


Paragraph One - The Agreement shall
be deemed terminated upon expiration of the period of time provided for in the main provision of this Section.


 


Paragraph Two - Upon termination
of this Agreement, the breaching Party shall release the other Parties from any obligation and liability under this Agreement,
including those to CCEE and to third parties, and shall pay any of the penalties provided for in this Agreement.


 


Paragraph Three - The termination
of this Agreement does not release Purchaser from the obligation to pay for the Contracted Electricity that has been actually delivered
by Seller until the date of termination.


 


Paragraph Four - After the termination
of this Agreement, Seller will change to zero the quantities of Contracted Electricity and registered with the CCEE for the remaining
Supply Period and will terminate this Agreement in accordance with the Procedures of this Agreement and the Sales Procedures, and
Seller shall also validate the necessary adjustments for termination of the Agreement within one (1) business day after notice
by Seller.


 


Paragraph Five - The Parties hereby
acknowledge that breaches of obligations related to the registration and validation of this Agreement with CCEE will not be considered
as a case of termination of the Agreement, so long as the Parties have paid the financial amounts due under the Agreement, including
within the deadlines for payment of financial compensation set forth in Section 13 of this Agreement.


 






    16


     


    

 


Chapter II - Replacement of Consumer
Units


 


Section 28 - Purchaser shall be
entitled to replace one or more Consumer Units listed in Annex III, without this resulting in an event of termination, with one
or more other Consumer Units that are not listed therein, provided that such new Consumer Unit or such new Consumer Units are located
in the same Submarket as the replaced Consumer Unit and have the same consumption characteristics as the one to be replaced. For
such purpose, Purchaser shall send a notice to Seller in accordance with Section 77 below, identifying (i) the Consumer Unit to
be replaced; (ii) complete data of the new Consumer Unit with corporate name, CNPJ, state registration, address and Submarket;
and (iii) the estimated time schedule for such replacement.


 


Paragraph One - Seller shall have
five (5) business days to verify the compliance of Purchaser’s request and to send an answer.


 


Paragraph Two - If the request meets
the characteristics required above, Seller shall make the necessary adjustments in order to have the replacement Consumer Units
reflected in the subsequent bills.


 


Chapter III - Seller’s Default under
the Supply Agreement


 


Section 29 - In the event of any
default by Seller that results in the need to terminate within the scope of the Supply Agreement, this Agreement will be automatically
assigned to the Primary Supplier, which will be subrogated in all rights and obligations arising from this Agreement, except for
management services. The Parties hereby represent that they will perform all acts necessary for the consummation of the assignment
of this Agreement.


 


Paragraph One - Considering that
the above provision is exclusively intended to maintain the supply of Contracted Electricity to Purchaser, Purchaser and Seller
agree that, in the event of the above provision, no fines or penalties will be charged to the Seller.


 


Paragraph Two - In the event of
application of the head provision of this Section 29, Purchaser shall adjust the terms of this Agreement in order to exclude the
provisions pertaining to the management service, jointly with the Primary Supplier.


 


Paragraph Three - Also in the event
of application of the head provision of Section 29 above, without prejudice to the adjustment provided for in paragraph two above,
this Agreement will become effective subject primarily to the terms of Title XV, with all other sections and conditions of the
Agreement that do not conflict with the sections of the said Title being ratified.


 


Chapter IV - Liability, Fine and Indemnity


 


Section 30 - In the event of termination,
the Party giving rise to termination shall pay the other Party a non-compensatory fine for early termination in the amount equivalent
to thirty percent (30%) of the remaining amount of the Agreement, plus compensation for any difference between the Contract Price
and the electricity market prices, as provided for in Section 31.


 


Sole paragraph - The amount of the
non-compensatory fine referred to in the head provision of this section shall be calculated according to the formula below:


 


[***]


Section 31 - Without prejudice to
the non-compensatory fine provided for in the Section above, the Party giving rise to termination shall pay the other Party financial
compensation for direct damages that shall be calculated based on the price for replacement of the Contracted Electricity volume,
as provided in the paragraphs of this Section.


 


Paragraph One - If early termination
of this Agreement is caused by Purchaser and the Replacement Electricity Price is lower than the Contract Price, Purchaser shall
pay Seller compensation calculated as follows:


 






    17


     


    

 


Paragraph Two - If early termination
of this Agreement is caused by Seller and the Replacement Electricity Price is greater than the Contract Price, Seller shall pay
Purchaser compensation calculated as follows:


 


 


Paragraph Three - It is hereby understood
and accepted that, if the difference between the contract price and the Replacement Electricity price, or vice versa, is negative,
there will be no direct damages, but a non-compensatory fine will apply as provided for in Section 30.


 


Paragraph Four - The liability of
each Party under this Agreement shall, in any event, be limited to the amount established in this chapter, and neither Party shall
be under any obligation to indemnify the other for any indirect damages, including, but not limited to, consequential damages,
punitive damages, loss of profits, pain and suffering, loss of a chance/opportunity or any other indemnity of any nature arising
from the facts resulting in fine and consequential damages.


 


Paragraph Five - Termination of
this Agreement shall not exempt the Parties from obligations due until the termination date, and shall not affect nor limit any
right that, expressly or by its nature, should remain in force after termination or that may result from termination.


 


TITLE XI - PARTIES’ OBLIGATIONS


 


Section 32 - The termination of
this Agreement’s term of effectiveness shall not affect any rights or obligations arising before such event or the obligations
or rights of any Party, even if they are exercised or complied with after termination of the Agreement.


 


Section 33 - Without prejudice to
the other obligations established herein, the Parties undertake:


 


		a)	Strictly abide by and comply with any Law applicable to their businesses and/or operations to be
conducted under this Agreement;



 


		b)	Obtain and keep valid and in force, during the term of effectiveness of this Agreement, all licenses
and permits required for the conduction of their business and/or performance of their obligations under this Agreement, except
where any change is made in such status by the Competent Authorities, within the attribution of their powers, in which case the
Parties undertake to seek a contractual alternative to preserve the economic and financial effects of the Agreement as close as
possible to what was originally agreed upon; and



 


		c)	Notify the other Party within no longer than forty-eight (48) hours from the date when it gets
knowledge of any event of any nature which might pose a threat to the full and timely performance of the obligations under this
Agreement.



 


Sole Paragraph - In the event that
Seller is unable to manage Contracted Electricity, the Parties hereby undertake to renegotiate the terms agreed hereunder, guaranteeing
the delivery of the Contracted Electricity to Purchaser and excluding the management services described in this Agreement. Likewise,
if Seller does not receive authorization to operate as a retailer or, for any other reason, Purchaser units are not converted into
retail units, the Parties undertake to renegotiate the terms agreed herein in order to resolve on the termination of the management
services and renegotiation of electricity prices to maintain the contractual balance between the Parties.


 


TITLE XII - RESOLUTION OF DISPUTES


 


Section 34 - A dispute is initiated
when a Dispute Notice is sent by one Party to the other.


 






    18


     


    

 


Section 35 - In the event of any
dispute or controversy arising from this Agreement, the Parties hereby agree to use their best efforts to resolve it amicably by
means of negotiations in order to reach a fair and satisfactory solution acceptable to both of them within up to fifteen (15) days
from the sending of the Dispute Notice by one Party to the other.


 


Sole Paragraph - The sending of
a Dispute Notice by one of the Parties does not release it from performing any of its obligations hereunder, and any corrections
that may be necessary shall be made at the end of the negotiation or conflict-solving process adopted.


 


Section 36 - The Parties elect the
courts of the Judicial District of the City of São Paulo, State of São Paulo, to resolve any disputes related to
this Agreement, with express waiver of any other, however privileged it may be.


 


TITLE XIII - CONFIDENTIALITY AND ANTICORRUPTION


 


Section 37 - Each Party agrees that
all information and data made available to the other Party will be deemed confidential as provided for in this Agreement, and no
Party shall disclose any such information to any third party without the prior written approval of the other Party, provided that:


 


		a)	This Section will not apply to information that is in the public domain;



 


		b)	This Section will not apply in the event of information provided to ANEEL or CCEE or any other
Competent Authority that may require it, in accordance with the Law, court order or determination of any government body or authority,
as well as the financial institutions that will act in the issue of the Performance Bond and guarantee of long-term financing.
In this case, the disclosing Party will only disclose confidential information as strictly required by the court order or legal
determination; and



 


		c)	This Section will not apply if the information is sent to public or private financial institutions,
so long as in compliance with the confidentiality duty of this Section.



 


Section 38 - The Parties shall keep
strictly secret the performance resulting from this Agreement and shall ensure that their employees, agents, representatives, service
providers and the like also keep secret every information related to or belonging to any of the Parties and/or jointly developed
by them.


 


Section 39 - The Parties hereby
represent that they are aware of, know and understand the terms of the Brazilian anticorruption law or any other applicable provisions
of this Agreement, especially Law 12.846/2013 and Decree 8.420/2015 (“Anti-corruption Rules”), and undertake to refrain
from any activity that constitutes a violation of the provisions of these Anticorruption Rules.


 


Paragraph One - The Parties, on
their own behalf and on behalf of their managers, officers and agents, as well as their shareholders who may act on their behalf,
undertake to conduct their business activities during the term of this Agreement in an ethical manner and in compliance with the
applicable legal requirements. When performing this Agreement, neither Party nor their officers, employees, agents or shareholders
acting on their behalf shall give, offer, pay, promise to pay, or authorize the payment of, whether directly or indirectly, any
money or anything of value to any governmental authority, consultants, representatives, partners or any other third party, with
the purpose of influencing any act or decision by the official or the government, or to assure any undue advantage or direct business
to any person, which may violate the Anticorruption Rules.


 






    19


     


    

 


Paragraph Two - Any failure by the
Parties to comply with the Anticorruption Rules, in any aspect thereof, shall give rise to immediate termination of this instrument
for cause, regardless of any notice, subject to the penalties provided for in this Agreement.


 


Paragraph Three - The parties hereby
expressly represent that the amounts under this Agreement are not resulting from any unlawful activity. Thus, in order to ensure
that the transactions carried out are not to conceal the proceeds from criminal activities, and that no funds will be used to perform
unlawful acts, the necessary measures will be taken as required by Law No. 9613/98 and amendments to Law No. 12.683/2012. Accordingly,
the transactions shall be carried out based on ethical principles and in full compliance with the laws and regulatory rules aimed
at preventing money laundering and the financing of terrorism.


 


TITLE XIV - CHANGE IN CONTROL


 


Chapter I - Change in Direct and Indirect
Control of the Seller


 


Section 40 - The change in direct
and indirect control of Seller is permitted with the prior approval of Purchaser.


 


Section 41 - Any direct or indirect
change in the shareholding structure of Seller that does not imply a change in control does not require Purchaser’s prior consent.


 


Chapter II - Change in Direct and Indirect
Control of the Purchaser


 


Section 42 - The change in direct
and indirect control of Purchaser is permitted without the prior approval of Seller, so long as the sections of this Agreement
remain unchanged and the assignee fully assumes the obligations set out in this Agreement.


 


TITLE XV - SUBROGATION


 


Chapter I - Payment Conditions


 


Section 43 - In the event of the
subrogation, the sections included in this Title shall prevail over all other provisions that conflict with or are contrary to
them, with all other provisions hereof being ratified.


 


Sole Paragraph: For the avoidance
of doubt, the Parties agree that, in the event of subrogation, the guarantees previously granted by the Parties under this Agreement
will be extinguished and replaced by the guarantees provided for in this title.


 


Section 44 - Purchaser is aware
that all current and/or future rights of [***] arising from, related to and/or under the Free Market Electricity Sale Agreements
and the respective amendments thereto, were assigned under fiduciary assignment of credit rights in guarantee of obligations assumed
with funding providers1 of the respective complex, and so Purchaser assumes the obligation to pay any and all amounts
arising from this Agreement at the following financial institutions and in the following checking accounts described in the table
below. The deposit obligation in the manner described will remain in effect until the notice, to be sent to Purchaser, of the full
performance of Sellers’ obligations to the funding providers, as may be attested by them.


 


 















1
Fiduciary assignment of credit rights as guarantee of the obligations assumed (i) under the “Credit Facility
Agreement No. 15.2.0516.1”, executed on November 13, 2015; (ii) under the “Credit Facility Agreement upon
Transfer of Funds (On-Lending) by the Brazilian Development Bank (BNDES) No. 000050004280700”, executed on March 2,
2016; and (iii) under the “Private Instrument of Indenture of the Second (2nd) Issue of Simple Debentures, Not
Convertible Into Shares, with Collateral Guarantee and Additional Personal Guarantee, in a Single Series, for Public
Distribution with Restricted Efforts, of Complexo Morrinhos Energias Renováveis S.A.”, executed on April 10,
2017; created under the “First Amendment and Restatement to the Agreement for Fiduciary Assignment of Credit Rights,
Management of Accounts, and Other Covenants”, executed as of the date hereof by and between the Brazilian
Development Bank – BNDES (“BNDES”), Itaú Unibanco S.A. (“Itaú”),
Banco Santander (Brasil) S.A. (“Santander”), Banco Bradesco S.A. (“Bradesco”), and
Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A., as representative of the group of debenture
holders of the second (2nd) issue of simple debentures, not convertible into shares, with collateral guarantee and additional
personal guarantee, in a single series, for public distribution with restricted efforts, of [***] (“Oliveira
Trust” and, jointly with BNDES, Itaú, Santander and Bradesco, “Guaranteed Parties”) and,
as assignors, [***], [***], [***], [***], [***], and [***]. (“[***]” and, jointly with [***], [***], [***],
[***], “Assignors”), with others as intervening parties (“Fiduciary Assignment
Agreement”)






 






    20


     


    

 


	Assignor	CNPJ (National Corporate Taxpayer’s Register)	Bank	Branch	Account
	
        [***]

        
	
        [***]

        
	
        [***]

        
	
        [***]

        
	
        [***]

        



 


Section 45 - Purchaser is aware
that all current and/or future rights of [***] arising from, related to and/or under the Free Market Electricity Sale Agreements
and the respective amendments thereto, were assigned under fiduciary assignment of credit rights in guarantee of obligations assumed
with funding providers2 of the respective complex, and so Purchaser assumes the obligation to pay any and all amounts
arising from this Agreement at the following financial institutions and in the following checking accounts described in the table
below. Any changes in the terms and instructions of this Section 45 may only be made with the prior and written authorization of
the guarantors.





 


	
        [***]

        
	
        [***]

        
	
        [***]

        
	
        [***]

        
	
        [***]

        



 


Chapter II - Billing


 


Section 46 – The electricity
will be billed on a monthly basis according to the Billable Monthly Electricity quantity, in megawatt-hours, and the Contract Price
agreed under this Agreement, according to the formula below:


 


[***]


 








Section 47 - Purchaser shall pay
all Sector Charges and Taxes for which it is responsible.


 


Section 48 - Considering that the
Contracted Electricity is from an incentivized source, pursuant to Law No. 9.427/1996, Article 26, paragraph 1, the Parties are
entitled to a rebate in the TUSD/TUST, according to the terms of the applicable Law and the Sales Rules and Sales Procedures.


 


 












2 We have irrevocably and irreversible
given under fiduciary assignment to Itaú Unibanco S.A., Banco BTG Pactual S.A., Banco ABC Brasil S.A. and Banco Pine S.A.,
to ensure the payment of any obligations under the Guarantee Agreement and Other Covenants, dated March 29, 2018, as amended from
time to time, all the credit rights of Lagoa do Barro Complex.


 






    21


     


    

 


Paragraph one - If in a given Contract
Month the TUSD/TUST Reduction Percentage delivered by the Primary Supplier on the sale of the Billable Monthly Electricity is less
than the TUSD/TUST Reduction Reference Percentage established in Annex I, Purchaser shall send a debit note to the Primary Supplier
with its bank details for payment.


 


[***]


 





Paragraph Two - If the TUSD/TUST
Reduction Percentage occurs in the last month of supply, Purchaser shall send a debit note to the Primary Supplier with its bank
details for payment, according to the parameters established in the previous paragraph.


 


Paragraph Three - Purchaser and
the Primary Supplier represent that they freely agreed on this provision with regard to the formula given above and the reimbursement
thereof, and that they are aware that due to the system of calculating the TUSD/TUST Reduction Percentages at CCEE, a time lag
will occur. Purchaser and the Primary Supplier also represent that they know CCEE’s method of publishing and reviewing the TUSD/TUST
Reduction Percentages and the possibility of reassessing and recalculating the price, considering the calculation of the TUSD/TUST
of the last month of supply whenever such reviews are made.


 


Paragraph Four - In the event of
a Percentage Reduction in the TUSD/TUST delivered by Seller, Purchaser shall issue a debit note stating the lower value of the
actual operation and stating the reason for its issuance, and the number and date of the debit note, proportionally to the TUSD/TUST
Reduction Percentage delivered, after exhaustion of all possibilities of disputing the rebate reduction before the CCEE.


 


Paragraph Five - In the event of
republication or recalculation of the rebate matrix described in the head provision above, the Primary Supplier will issue a reimbursement
debit note, stating the additional value of the actual operation and stating the reason for its issue and the number and date of
original tax invoice, proportionally to the TUSD/TUST Reduction Percentage delivered, after exhaustion of all possibilities of
disputing the rebate reduction before the CCEE.


 


Paragraph Five - Purchaser and the
Primary Supplier hereby acknowledge that, in the event of any regulatory change that is proven to have a neutral effect on the
adjustment and price conditions, no refund will be due and there will be no change in the Contract Price.


 


Paragraph Seven - The Primary Supplier
shall not be liable for the financial reimbursement provided for in this Section as result of reduction in the TUSD/TUST rebate,
which is proven to have been motivated by Purchaser, according to the Sales Procedures and Sales Rules.


 


Paragraph Eight - The temporary
loss or reduction in the applicable TUSD/TUST rebate will not constitute Primary Supplier’s contractual default when reimbursed
according to this Section.


 


Paragraph Nine - Purchaser and the
Primary Supplier hereby agree that, under no circumstances described above, the amount attributed to the financial compensation
resulting from the loss of the discount in the TUSD/TUST will be greater than the component (VPNAk) provided
for in Annex I to this Agreement.


 


Chapter III - Seasonalization e Modulation


 


Section 49 - The conditions for
making the distribution of the quantities of Contracted Electricity in the corresponding load levels through Seasonalization and
Modulation, respectively, are established by the Parties in Annex I to this Agreement.


 






    22


     


    

 


Sole Paragraph - By October 15 of
each year, Purchaser will inform the Primary Supplier of the need to apply the seasonalization described in Section 49- above,
at a cost of BRL[***] per MWh, and the seasonalization will be provided to Purchaser pursuant to the terms of Annex I to this Agreement.


 


Section 50 - The option to apply
seasonalization in accordance with Section 49- will imply an increase of R$[***] to the base price established in Annex I.


 


Chapter IV - Flexibility


 


Section 51 - The Contracted Electricity
shall be supplied by Seller to Purchaser on a monthly basis with a supply flexibility of up to [***]%upwards or downwards, as detailed
in Annex I to this Agreement.


 


Section 51 - Purchaser shall provide
the Primary Supplier, until the 2nd business day of each month, with the measurement data consolidated per Consumer Unit, listed
in Annex III, collected from the SCDE system to determine the monthly consumption, plus losses equivalent to [***]% of the measured
consumption. The measured electricity, plus losses, will be applied to the flexibilities for determining the Billable Monthly Electricity.
This flexibility shall be exercised in accordance with Purchaser’s official consumption measurement reports - CCEE MED003 - or
any future format that may replace it.


 


Paragraph One - If Purchaser, for
any reason, in a given Contract Month, does not need [***]% of the Monthly Contracted Electricity, the Billable Monthly Electricity
will be equivalent to at least [***] of the Monthly Contracted Electricity.


 


Paragraph Two - If Purchaser, for
any reason, in a given Contract Month needs more than [***] of the Monthly Contracted Electricity, the Billable Monthly Electricity
will be equivalent to at most [***]% of the Monthly Contracted Electricity.


 


Chapter V - Guarantees


 


Item I - Purchaser Guarantee


 


Section 53 - In order to ensure
the faithful, timely and full performance of its current and/or future pecuniary, principal and accessory obligations related to
the Contracted Electricity during all the Supply Period, Purchaser shall provide, upon the execution of the instrument of assignment
of this Agreement, a financial guarantee in the form of a Bank Guarantee issued by top financial institutions classified as AAA
(Bra) by Moody’s, Fitch or Standard & Poor’s, considering the billable amount equivalent to six (6) months of this Agreement,
and shall be renewed periodically by Purchaser in order to remain valid until the full fulfillment of Purchaser’s obligations under
this Agreement, plus 30 days after the Electricity Sale Agreement between Purchaser and the Primary Supplier. This guarantee shall
be renewed every six months.


 


Paragraph One - Purchaser shall
keep the guarantee valid, enforceable and sufficient during all the period for which it was issued, regardless of Primary Supplier’s
notice.


 


Paragraph Two - Purchaser and the
Primary Supplier hereby agree that in the event of termination due to Purchaser’s fault, the Primary Supplier may use the bank
Guarantee provided to pay the penalties imposed on Purchaser.


 


Paragraph Three - Failure by Purchaser
to fulfill its obligations to submit, maintain, reinforce or replace the guarantee will result in a default event by Purchaser,
pursuant to the terms of this Agreement.


 


Paragraph Four - If Purchaser does
not maintain its valid, enforceable and sufficient guarantee for the entire period for which it was issued, the Primary Supplier
will be exempted from the obligation to register with CliqCCEE, on behalf of Purchaser, the Contracted Electricity volume corresponding
to the six (6) months of the Supply Period under Section 11.


 






    23


     


    

 


Item II - Primary Supplier Guarantee


 


Section 54 - Atlantic will fully
guarantee this Agreement through the issue of a Corporate Guarantee Letter, under the terms of Annex V, valid from the date of
its issue and until the full performance of the Primary Supplier’s obligations under this Agreement. This guarantee shall be provided
within five (5) days from the receipt of notice of subrogation by Purchaser.


 


Paragraph One - The Primary Supplier
shall keep the guarantee valid, enforceable and sufficient during all the period for which it was issued, as provided for in Annex
V hereto, regardless of notice by Purchaser.


 


Paragraph Two - The Primary Supplier
and Purchaser hereby agree that in the event of termination due to the Primary Supplier’s fault, Purchaser may use the Corporate
Guarantee Letter provided by Atlantic to pay the penalties imposed on the Primary Supplier, upon written notice.


 


Paragraph Three - if Atlantic ceases
to exist as result of a corporate restructuring, the Primary Supplier may offer a Corporate Guarantee Letter, in the form of Annex
V, issued by its new direct or indirect controlling company, as an alternative guarantee.


 


Paragraph Four - In the event of
non-performance of the guaranteed obligations on the dates on which they are due, according to the terms and conditions of this
Agreement, and regardless of any act of enforcement or collection through execution proceedings, the Primary Supplier shall immediately
arrange for the performance of the guaranteed obligations, within the no longer than five (5) business days from the date of receipt
of notice sent by Purchaser informing the Primary Supplier’s non-compliance.


 


Paragraph Five - Failure by the
Primary Supplier to comply with its obligations to provide, maintain, reinforce or replace the guarantee will be deemed a default
according to the terms of this Agreement.


 


Paragraph Six - Purchaser and the
Primary Supplier may register the guarantees provided by the other parties, each bearing their respective costs.


 


Chapter VI - Registration and Validation


 


Section 55 - The Primary Supplier
shall register and update monthly in the CliqCCEE, on behalf of Purchaser, the total volume of Contracted Electricity corresponding
to the period of six (6) months of the supply under this Agreement, within five (5) days after delivery of the guarantee referred
to in Section 49 and 50, and Purchaser shall validate the said registration.


 


Paragraph One - Purchaser will be
exempt from any contractual penalty or sanction if the Primary Supplier does not register the Contracted Electricity as provided
for above.


 


Paragraph Two - if the Primary Supplier
does not register the volume of Contracted Electricity within the deadlines set out in the electricity Sales Rules, the Primary
Supplier shall bear the costs with financial settlement of the MCP, payment of penalties for exposure of electricity generation
capacity and restoration of electricity in the immediately following accrual month. In the following accrual month, Purchaser hereby
agrees to refund, within five (5) business days after the credit date of the Financial Settlement of the CCEE, the amount paid
in relation to the electricity used to restore the generation capacity priced in the MCP.


 


Paragraph Three - The Primary Supplier
will not suffer any penalty if Purchaser does not validate its electricity registration with CliqCCEE, except in cases where the
Primary Supplier makes an incorrect registration of the Contracted Electricity volume, in which case the Primary Supplier shall
be subject to the penalties and other liens provided for in this Agreement.


 






    24


     


    

 


Paragraph Four - Without prejudice
to the provisions of Paragraph Four above, if Purchaser does not validate the registration made by the Primary Supplier pursuant
to the terms of this Agreement, Purchaser (i) shall remain obliged to pay the invoice for the respective month, and shall bear
all direct costs and penalties directly resulting from the disregard of the amounts not validated in the accounting of the respective
month, (ii) shall not be entitled to require from the Primary Supplier the registration of the Contracted Electricity paid and
not registered in a month other than the one in which the consumption should occur, and (iii) shall not be entitled to demand from
the Primary Supplier any type of indemnity or financial compensation for its omission to validate.


 


Paragraph Five - If the Primary
Supplier correctly performs the registration of the electricity and Purchaser does not make the validation, (i) Purchaser may request
a new computation through the CCEE or any other mechanism provided for in the Sales Rules and Commercialization Procedure to restore
the registration of the Electricity for the period; or (ii) if Purchaser is not successful in the procedure provided for in item
(i), the Primary Supplier shall transfer the lesser of the following amounts to Purchaser: (a) the net financial amount actually
received, free of direct and indirect taxes, at CCEE in favor of the Primary Supplier. In this case, the amount shall be transferred
to Purchaser upon issue of a debit note due and payable within five (5) business days after the amount is actually available in
the Primary Supplier’s account; or (b) the amount of the tax invoice for electricity not validated in the reference month.


 


Paragraph Six - Purchaser shall
grant a specific irrevocable power of attorney to Primary Supplier for the cancellation of the registration with CCEE, in the event
of proven termination of the Agreement pursuant to Annex V.


 


Paragraph Seven - The irrevocability
of the powers of attorney referred to in Paragraph Five above is a condition of this Agreement, and the revocation of the power
of attorney by the grantor is null and void pursuant to article 684 and the sole paragraph of article 686 of the Civil Code.


 


Section 56 - In the event that the
Primary Supplier does not register or adjust the Contracted Electricity due to Purchaser default, Purchaser shall not be entitled
to the Contracted Electricity and/or to any complaint, and this Agreement may be terminated, and Purchaser shall pay the amounts
relating to the fine and financial compensation provided for in Sections 30 and 31.


 


Section 57 - Without prejudice to
the provisions of Sections 30 and 31 of this Agreement, if the registered quantity of Contracted Electricity is to be changed/adjusted
by CCEE, in accordance with the Sales Procedures and Rules and as established in ANEEL Normative Resolution No. 622, of August
19, 2014, due to the Primary Supplier’s proven fault, the Primary Supplier undertakes to reimburse Purchaser upon debit note to
be paid within up to five (5) business days after the date of its issue. The amount of reimbursement shall take into account the
losses and damages duly proven resulting from the said adjustment, proportional to the amount of electricity canceled by the CCEE,
including, but not limited to (i) amounts paid in the Short-Term Market; (ii) penalties for insufficient electricity generation
capacity; and (iii) replacement electricity to be acquired by the affected Party. With respect to replacement electricity, Purchaser
hereby agrees to refund, within up five (5) business days, the amount paid in relation to the electricity used to restore the generation
capacity upon financial settlement.


 


Sole Paragraph - If the registration
of the Agreement is definitely canceled by the CCEE, the Party giving rise to such cancellation shall pay the amounts provided
for in Sections 30 and 31.


 






    25


     


    

 


Chapter VI - Change in Direct and Indirect
Control of the Primary Supplier


 


Section 58 - Change in direct and
indirect control of the Primary Supplier is permitted, provided that Atlantic continues to directly or indirectly hold one hundred
percent (100%) of the company that to which has been awarded the Project.


 


Section 59 - Corporate restructuring
that results in a change, directly or indirectly, of Atlantic’s shareholding interest in the Primary Supplier is permitted, so
long as within the economic group of Atlantic.


 


Section 60 - In the case of corporate
restructuring within the economic group, according to Section 58 above, the new parent company of the Primary Supplier shall provide
a corporate guarantee, pursuant to Annex V or another guarantee acceptable to Purchaser, and the new guarantee shall be maintained
throughout the term of this Agreement.


 


Section 61 - Any direct or indirect
change in the shareholding structure of the Primary Supplier not covered by Sections 58, 59 e 60 does not require Purchaser’s prior
consent.


 


Chapter VIII - Change in Direct and Indirect
Control of the Purchaser


 


Section 62 - Corporate restructuring
that results in a change, directly or indirectly, in the control of Purchaser is permitted, so long as within the economic group
of Purchaser.


 


CHAPTER IX - Miscellaneous


 


Section 63 - Purchaser and the Primary
Supplier may not assign this Agreement and any and all of their rights hereunder, in whole or in part, without the express and
written consent of the other Party, except as provided for in Sections 44 and 45 of this Agreement.


 


Paragraph One - For all legal purposes
and effects, Purchaser hereby authorizes the Primary Supplier make a fiduciary assignment of credit rights from this Agreement
in favor of lenders (creditors) of funds provided for the implementation of the wind power project, individually or jointly with
other projects, including issue of debentures subject to a public offering with restricted distribution efforts, pursuant to the
terms of the Instruction No. 476 of the Brazilian Securities and Exchange Commission, issued on January 16, 2009 (“Offering
476”), subject to the satisfaction of the requirements, cumulatively:


 


		(i)	Purchaser is not required to sign any documents or take any new obligations other than those provided
for in this Agreement.



 


		(ii)	The respective lock of the Primary Supplier’s bank address or credit rights under this Agreement
will not be used directly or indirectly to back securitization transactions in Brazil and/or abroad.



 


		(iii)	The fiduciary assignment is made exclusively in favor of lenders (creditors) of funds provided
for the implementation of a wind project, individually or jointly with other projects, including the issue of debentures subject
to a public offering with restricted distribution efforts, pursuant to Instruction 476 of the Brazilian Securities and Exchange
Commission, issued on January 16, 2009 (“Offering 476”), provided, however, that the fiduciary assignment of credit
rights as guarantee of instruments (debt instruments or others) offered by means of a public, primary and/or secondary public offering
is not permitted, according to the terms of Instruction No. 400 of the Brazilian Securities and Exchange Commission, issued on
December 29, 2003, as amended (or any instruction succeeding it).



 


No mention is permitted to be made of the
name of Purchaser, the Intervening Guarantor of Purchaser or the companies directly or indirectly controlling, controlled by, or
under common control with any of them (“Related Parties”), or of this Agreement and its terms and conditions,
except in the exhibits to the financing agreements and/or indenture that aim to list the credits assigned under fiduciary agreement
to the creditors - so long as such exhibits guarantee the confidentiality of the commercial conditions provided for herein - and
in any notice, by the Primary Supplier, to the underwriters of the offer, rating agencies and creditors or potential investors
of the financings obtained for the project and respective advisors, provided that: (a) the notice is given to the extent as necessary
to assess credit risk and enable the financing of the project in accordance with market practices for the respective type of operation;
and (c) any notice given by the Primary Supplier regarding this Agreement, Purchaser and/or its Related Parties, expressly specify
the fact that Purchaser’s obligations under this instrument are conditional upon the Primary Supplier’s full and timely performance
of its obligations, thus constituting an obligation to do.


 






    26


     


    

 


In any case: (a) the Primary Supplier is
not permitted to use the logo of the companies of the Purchaser group and their Related Parties; (b) the use of the name of Purchaser
and its Related Parties in any material other than those provided for herein by the Primary Supplier shall be subject to the prior
and written consent of Purchaser; (c) the fiduciary assignment may only be offered by the Primary Supplier, according to the terms
hereof, if there is no default by the Primary Supplier, Atlantic or the companies directly or indirectly controlling, controlled
by or under common control with any of them, to Purchaser and its Related parties either according to this instrument or other
instruments, or in compliance with the law, regulation or self-regulation; (d) under no circumstances will Purchaser and/or any
of its Related Parties be required to disclose information concerning to them, including financial statements, or to certify the
veracity, consistency, sufficiency or quality of the information provided; (e) the fiduciary assignment may not generate, for Purchaser
or any of its Related Parties, any lien, cost, expense or additional disbursement requirement, in any form or in any way.


 


Paragraph Two: In no event, the
fiduciary assignment of credit rights may be invoked to restrict or limit the exercise of any right granted to Purchaser under
this Agreement.


 


Section 64 - This Agreement may
not be changed nor any provision hereof waived other than by written amendment signed by Purchaser and the Primary Supplier, subject
to the provisions of the applicable law.


 


Section 65 - No delay or forbearance
by any of the Parties in relation to the exercise of any right, power, privilege, or remedy under this Agreement shall adversely
affect such right, power, privilege, or remedy, nor shall it be deemed as a waiver or novation of such obligation(s).


 


Section 66 - Any notice or other
communication by one Party to the other in respect of this Agreement shall be in writing, in Portuguese language, and addressed
to the agent of each party named in Annex II, and may be delivered or sent by registered mail or electronic means, in any case
with return receipt requested, at the addresses mentioned by them in the preamble of this instrument, or at the addresses they
may expressly specify in the future. Any changes in the content of this Annex shall be notified by the Party at least fifteen (15)
days in advance.


 


Section 67 - In the event that any
of the provisions of this Agreement is deemed illegal, invalid or unenforceable, all the remaining provisions hereof shall not
be affected and will continue in full force and effect. In any of the events set forth herein, the Parties hereby agree to search
a provision to replace it which meets the goals of the provision deemed illegal, invalid or unenforceable, and which maintains,
as far as possible, in all circumstances, the balance between the commercial interests of Purchaser and the Primary Supplier.


 


Section 68 - This Agreement contains
or expressly refers to the entire understanding between Purchaser and the Primary Supplier in respect of its subject matter, and
comprises all the prior agreements and understandings between the Parties concerning the subject matter hereof. Purchaser and the
Primary Supplier agree and confirm that this Agreement is not entered by relying on any representation, warranty or other promise
of the other Party other than those expressly provided for in this Agreement. The terms of this Agreement and Annexes hereto supersede
all documents and negotiations previously made between Purchaser and Primary Supplier up to the date hereof regarding the subject
matter of this Agreement


 






    27


     


    

 


Section 69 - In the event of any
subsequent change in Law that materially modifies the conditions of this Agreement, the Purchaser and the Primary Supplier hereby
agree to execute an amendment to this Agreement in order to have it adapted to the supervening Law, so long as there is no provision
in this Agreement to the contrary.


 


Paragraph One - In case it is necessary
to amend this Agreement in order to make the financing of the Project viable, Purchaser and the Primary Supplier agree to discuss
in good faith the respective changes, so long as such change does not result in any additional lien to Purchaser.


 


Paragraph Two - Purchaser and the
Primary Supplier expressly represent to have full knowledge of the Law and regulations applicable to the sale of electricity in
the Free Contracting Environment (ACL), especially the sale and purchase of electricity, acquisition of volume of use of network
and connection with the distribution system.


 


Section 70 - This Agreement is recognized
by Purchaser and the Primary Supplier as an enforcement deed, pursuant to Article 784, section III, of the Brazilian Code of Civil
Procedure, for collection of overdue amounts.


 


Chapter VIII - COMMERCIAL CONDITIONS
OF THE OPERATION


 


Section 71 - In the event of the
subrogation hereunder, the COMMERCIAL CONDITIONS OF THE OPERATION shall become effective, as shown in the table below:


 





	TERMS AND CONDITIONS FOR THE SALE OF ELECTRICITY
	Seller's CNPJ	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	[***]
	Intervening Guarantor of Sellers	[***]
	CNPJ/MF	[***]
	Address	[***]
	Purchaser	 
	Intervening Guarantor of Sellers	 
	CNPJ/MF	 
	Address	 


 






    28


     


    







	COMMERCIAL CONDITIONS OF THE OPERATION
	 
	Supply Period	From 12:00 a.m. on January 1, 2022, to midnight on December 31, 2034
	Type of Electricity Source	[***]% Incentivized
	Delivery Point	Center of gravity of the [***] Submarket
	Contracted Electricity	Start Date	Quantity in Average MW	Price (BRL/MWh)
	2022	13.42	[***]
	2023	13.42	[***]
	2024	13.42	[***]
	2025	13.42	[***]
	2026	13.42	[***]
	2027	13.42	[***]
	2028	13.42	[***]
	2029	13.42	[***]
	2030	13.42	[***]
	2031	13.42	[***]
	2032	13.42	[***]
	2033	13.42	[***]
	2034	13.42	[***]
	Monthly Flexibility	+/-[***]%
	Annual Seasonalization	+/-[***]%. Seller will send Purchaser, by the 20th day of the month October of each year of the Supply Period, a suggestion of the intended seasonalization curve for the following year, subject to the Contracted Electricity quantities defined in this Annex. Purchaser shall, within five (5) business days, approve the seasonalization curve suggestion sent by Seller or indicate a new curve to be adopted, provided that the silence of Purchaser during the said period shall be presumed as its acceptance of the suggestion made by Seller.
	Modulation	FLAT
	Losses	([***]%)
	Amount of Reimbursement in the event of Loss of TUSD/TUST Rebate	BRL[***]/MWh (Base Date October 1, 2019, and adjusted according to the positive accumulated variation of the IPCA Index in January of each year).
	Issue of Tax Invoice	Up to the 3rd business day of the month following the month of supply.
	For the purposes of this Term of Reference, for the purposes of counting time periods in business days, the respective days of such period according to banking calendar in the City of São Paulo, State of São Paulo.
	Payment Date	The payment date will be the 7th business day of the month following the month of supply or, if it is not a business day on which the barks are opened for business in the City of São Paulo, State of São Paulo, then on the next following business day.


 


Section 72 – Communication Channels:


 


	1. Purchaser Identification	Name:
	Address:
	CNPJ:
	Phone:	 	Facsimile:	N/A
	Email:	 	Email:	 
	Email:	 	GN Email:	 
	Contact - Agreements	Mailing address	 
	Contact	 
	Email	 
	Phone:	 
	Contact - Billing	Contact	 
	Email	 
	Phone:	 
	Identification of Intervening Party	Company Name	 
	CNPJ (National Corporate Taxpayer's Register)	 
	State Registration No.	 
	Contact:	 
	Email	 
	2. Identification of the Primary Supplier	Company Name	[***]
	Contact – Agreements	Mailing address	[***]
	Contact	[***]
	Email	[***]
	[***]
	Phone:	[***]
	Contact - Billing	Contact	[***]
	Email	[***]
	[***]
	Phone:	[***]













    29


     


    




 


TITLE XVI - MISCELLANEOUS


 


Section 73 - The Parties shall comply
with all federal, state and municipal legal requirements regarding occupational safety, hygiene and health; environment and social
rights.


 


Section 74 - Purchaser and Seller
may not assign or transfer to third parties, in whole or in part, their rights and obligations under this Agreement, without the
express and written consent of the other Party, as well as the express authorization of the Primary Supplier.


 


Section 75 - This Agreement may
not be changed, nor any provision hereof waived other than by written amendment signed by the Parties, subject to the provisions
of the applicable law.


 


Section 76 - No delay or forbearance
by any of the Parties in relation to the exercise of any right, power, privilege, or remedy under this Agreement will adversely
affect such right, power, privilege, or remedy or be deemed as a waiver or novation of such obligation(s).


 


Section 77 - Any notice or other
communication by one Party to the other in respect of this Agreement shall be in writing, in Portuguese language, and addressed
to the agent of each party named in Annex II, and may be delivered or sent by registered mail or electronic means, in any case
with return receipt requested, at the addresses mentioned by them in the preamble of this instrument, or at the addresses they
may expressly specify in the future. Any changes in the content of this Annex shall be notified by the Party at least fifteen (15)
days in advance.


 


Section 78 - In the event that any
of the provisions of this Agreement is deemed illegal, invalid or unenforceable, all the remaining provisions shall not be affected
and will continue in full force and effect. In any of the events set forth herein, the Parties hereby agree to search a provision
to replace it which meets the goals of the provision deemed illegal, invalid or unenforceable, and which maintains, as far as possible,
in all circumstances, the balance between the commercial interests of Purchaser and the Primary Supplier.


 


Section 79 - This Agreement comprises
or expressly refers to the entire understanding between the Parties in respect of its subject matter, and it covers all the prior
agreements and understandings between the Parties concerning the subject matter hereof. Each Party agrees and confirms that this
Agreement is not entered by relying on any representation, warranty or other promise of the other Party other than those expressly
provided for in this Agreement. The provisions of this Agreement and Annexes hereto supersede all documents and negotiations previously
made between Parties up to the date hereof regarding the subject matter of this Agreement


 


Section 80 - In the event of any
subsequent change in Law that materially modifies the conditions of this Agreement, the Parties hereby agree to execute an amendment
to this Agreement in order to have it adapted to the supervening Law, so long as there is no provision in this Agreement to the
contrary.


 


Sole Paragraph - The Parties expressly
represent to have full knowledge of the Law and regulations applicable to the sale of electricity in the Free Market Environment
(ACL), especially the sale and purchase of electricity, acquisition of amount of use of network and connection with the distribution
system.


 






    30


     


    

 


Section 81 - This Agreement is acknowledged
by the Parties as an enforcement deed, pursuant to article 784, section III, of the Brazilian Code of Civil Procedure, for collection
of overdue amounts.


 


Section 82 - This Agreement shall
be governed and construed, in all its respects, according to the Brazilian Law.


 


In witness whereof, the Parties execute
this Agreement in two (2) counterparts of equal form and content and with the same effect, before the two (2) undersigned witnesses.


 


São Paulo/State of São Paulo,
December 31, 2019


 


(Remainder of page intentionally left
blank. Signatures on next page)


 


SENDAS DISTRIBUIDORA S.A. (“ASSAÍ
ATACADISTA”)


Purchaser


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


DocuSigned by:


(sgd)


248C9A8BB10240D


Name: Anderson Barres Castilho


Title: title


Individual Taxpayer’s Register (CPF): [blank]


 


COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO


Intervening Guarantor


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


GREENYELLOW SERVICOS E COMERCIALIZACAO
DE ENERGIA LTDA.


Seller


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


[***]


Primary Suppliers


 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 






    31


     


    

 


[blank]


Name: [blank]


Title: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


Witnesses:


 


DocuSigned by:


(sgd)


28BF4F82989F4AF


Name: Lucas Attademo


CPF 107.946.217-16


 


[blank]


Name: [blank]


Individual Taxpayer’s Register (CPF): [blank]


 


[Signature page of the Electricity Sale
Agreement for the period from January 1, 2022, to December 31, 2034, executed on December 27, 2019, by and between SENDAS DISTRIBUIDORA
S/A. (ASSAÍ ATACADISTA) and GREENYELLOW SERVICOS E COMERCIALIZACAO DE ENERGIA LTDA., with Companhia Brasileira de Distribuição
as intervening guarantor of Purchaser, and also with ATLANTIC ENERGIAS RENOVÁVEIS S.A. and its Affiliates as Primary Suppliers]


 


 


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