Common use of Proxy by Management to the Shareholders Clause in Contracts

Proxy by Management to the Shareholders. If for any reason whatsoever any preferred non-voting shares held by the management of the Downstream Co under the Downstream Co Stock Option Plan (the “Management Shares”) after the date hereof acquire voting rights according to Paragraph 3 of Article 111 of the Brazilian Corporation Law (Law 6,404 of December 14, 1976) or are allowed or are required to vote on any matters as set forth in the Brazilian Corporation Law, the Shareholders acknowledge that the powers of attorney granted by such managers (under the terms of Articles 684 and 685 of the Brazilian Civil Code) to the Shareholders to vote the Management Shares shall be exercised by Cosan in relation to fifty percent (50%) of any Management Shares and by Shell in relation to fifty percent (50%) of any Management Shares. The Shareholders shall be entitled to vote the Management Shares as if the Management Shares were held by each of them.