Common use of Elimination of Cross-Shareholding Clause in Contracts

Elimination of Cross-Shareholding. 3.2.2.1 Completion of the Merger of VV Part shall result in an indirect cross-shareholding equity participation between Cnova Brazil (through LuxCo and Via Varejo Holding Netherlands B.V. a private company with limited liability under Dutch Law, having its corporate seat in Amsterdam, at 1118 BH Schiphol, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("DutchCo")) and Cnova NV, which, pursuant to Brazilian Law No. 6,404/1976, must be eliminated within one (1) year of the completion of the Merger of VV Part. For this purpose, the Parties agree to, and Via Varejo agrees to cause LuxCo and DutchCo to, carry out the following actions (collectively, the "Cnova Brazil Share Distribution"): (a) Immediately following the Merger of VV Part, the articles of association of Cnova NV shall be amended in order to convert the Indirectly Held Cnova Shares into a separate class of shares ("Special Distribution Shares") in order to allow Cnova NV to make a one-time restitution of equity in the form of a distribution in kind to DutchCo. (b) Immediately following the completion of the actions described in clause (a) but prior to the commencement of the actions described in clause (c), Cnova NV shall distribute to DutchCo at book value the Cnova Brazil special shares (the "Special Cnova Brazil Shares") as a one-time restitution of the total equity in Cnova NV held by DutchCo in the form of a distribution in kind. (c) Immediately following the completion of the actions described in clause (b) but prior to the commencement of the actions described in clause (d), DutchCo shall transfer the Special Distribution Shares to Cnova NV for no consideration. (d) Immediately following the completion of the actions described in clause (c) but prior to the commencement of the actions described in clause (e), DutchCo shall distribute the Special Cnova Brazil Shares to LuxCo. (e) Immediately following the completion of the actions described in clause (d) but prior to the commencement of the actions described in Section 3.2.3, LuxCo by its turn shall distribute the Special Cnova Brazil Shares to Cnova Brazil.

Elimination of Cross-Shareholding. 3.2.2.1 Completion of the Merger of VV Part shall result in an indirect cross-shareholding equity participation between Cnova Brazil (through LuxCo and Via Varejo Holding Netherlands B.V. a private company with limited liability under Dutch Law, having its corporate seat in Amsterdam, at 1118 BH Schiphol, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("“DutchCo"”)) and Cnova NV, which, pursuant to Brazilian Law No. 6,404/1976, must be eliminated within one (1) year of the completion of the Merger of VV Part. For this purpose, the Parties agree to, and Via Varejo agrees to cause LuxCo and DutchCo to, carry out the following actions (collectively, the "“Cnova Brazil Share Distribution"”): (a) Immediately following the Merger of VV Part, the articles of association of Cnova NV shall be amended in order to convert the Indirectly Held Cnova Shares into a separate class of shares ("“Special Distribution Shares"”) in order to allow Cnova NV to make a one-time restitution of equity in the form of a distribution in kind to DutchCo. (b) Immediately following the completion of the actions described in clause (a) but prior to the commencement of the actions described in clause (c), Cnova NV shall distribute to DutchCo at book value the Cnova Brazil special shares (the "“Special Cnova Brazil Shares"”) as a one-time restitution of the total equity in Cnova NV held by DutchCo in the form of a distribution in kind. (c) Immediately following the completion of the actions described in clause (b) but prior to the commencement of the actions described in clause (d), DutchCo shall transfer the Special Distribution Shares to Cnova NV for no consideration. (d) Immediately following the completion of the actions described in clause (c) but prior to the commencement of the actions described in clause (e), DutchCo shall distribute the Special Cnova Brazil Shares to LuxCo. (e) Immediately following the completion of the actions described in clause (d) but prior to the commencement of the actions described in Section 3.2.3, LuxCo by its turn shall distribute the Special Cnova Brazil Shares to Cnova Brazil.