Exhibit 4.6

Execution Version

CONTENTS

THIS AMENDMENT AND  RESTATEMENT DEED (the "Amendment and Restatement Deed") is dated 11 July 2021 between:

PARTIES

RECITALS

(A)             The Parties have agreed to amend and restate the JVA inter alia in connection with the IPO (as defined below).

(B)              The Parties are entering into this Amendment and Restatement Deed to document the amendments to the JVA (as defined below).

THE PARTIES AGREE AS FOLLOWS:

1.                   INTERPRETATION AND DEFINITIONS

1.1              Definitions

In this Amendment and Restatement Deed:

"Commencement Announcement" means the publication of the announcement informing the market of the beginning of the distribution of preferred shares issued by Downstream Co (Anúncio de Início de Oferta Pública de Distribuição de Ações Preferenciais de Emissão ▇▇ ▇▇▇▇▇▇);

"Effective Date" has the meaning ascribed to it in clause 2.2;

"JVA" means the joint venture agreement originally dated 1 June 2011, as amended on 26 December 2013 and as amended and restated pursuant to an amendment and restatement agreement dated 31 May 2021, and entered into between Cosan S.A., Cosan Investimentos, Downstream Co, Shell, and Shell UK Co (as defined therein); and

"IPO" means the initial public offering of the preferred shares in the Downstream Co on the Nível II segment of B3 which shall become effective upon disclosure of the Commencement Announcement to the market.

1.2              Construction

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

1.3              Parties to this Amendment and Restatement Deed

The Parties acknowledge and agree that following a corporate reorganisation on 1 June 2021, Raízen Energia S.A. became a wholly owned subsidiary of Downstream Co (less 1 common share owned by each of Cosan and Shell) and following which it ceased to be a party to the JVA and is therefore not required to execute this Amendment and Restatement Deed.

2.                   AMENDMENT AND RESTATEMENT OF THE JVA

3.                   GENERAL

3.1              Construction

3.1.1           The JVA and this Amendment and Restatement Deed shall hereafter be read and construed as one document and references in the JVA to 'this Agreement' or 'the JVA' shall be read and construed as references to the JVA as amended and restated by this Amendment and Restatement Deed.

3.1.2           Except where inconsistent with the provisions of this Amendment and Restatement Deed, the terms of the JVA are hereby confirmed and remain in full force and effect.

3.2              Clause 34 of the JVA

Clause 34 (General) of the JVA (as amended by this Amendment and Restatement Deed) shall apply to this Amendment and Restatement Deed as if it was set out in this Amendment and Restatement Deed, but as if references in that clause to the JVA were references to this Amendment and Restatement Deed.

4.                   COUNTERPARTS

This Amendment and Restatement Deed may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same document.

5.                   GOVERNING LAW AND LANGUAGE

5.1.1           This Amendment and Restatement Deed and all non contractual or other obligations arising out of or in connection with it are governed    by English law.

5.1.2           This Amendment and Restatement Deed is drawn up in the English language. If this Amendment and Restatement Deed is translated        into another language, the English language text prevails.

6.                   ARBITRATION

6.1.1         Any dispute (a "Dispute") arising out of or in connection with this Amendment and Restatement Deed (including a dispute regarding the  existence, validity or termination of this Amendment and Restatement Deed or the consequences of its nullity), will be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce ("Rules"), which Rules are deemed to be incorporated by reference into this clause 6.

6.1.2      The tribunal will consist of three arbitrators two of whom will be nominated by the respective Parties, and the third, who shall act as chairman, shall be a national of a member state of the Organisation for Economic Co-operation and Development (except the United States of America, England or the Netherlands) and nominated by the other two arbitrators together (but failing agreement within 30 days of the appointment of the second arbitrator, the third arbitrator shall be appointed by the International Chamber of Commerce). The seat of the arbitration shall be São Paulo, Brazil, and the language of the arbitration will be English.

6.1.3         The Parties agree that the arbitral tribunal will have power to award on a provisional basis any relief that it would have power to grant on a final award.

6.1.4        Without prejudice to the powers of the arbitrator provided by the Rules, statute or otherwise, the arbitrator will have power at any time, on the basis of written evidence and the submissions of the Parties alone, to make an award in favour of the claimant (or the respondent if a counterclaim) in respect of any claims (or counterclaims) to which there is no reasonably arguable defence, either at all or except as to the amount of any damages or other sum to be awarded.

6.1.5        The Parties agree to keep confidential all materials used in and all awards received as a result of any Dispute proceedings, except to the extent required to be disclosed by applicable Law.

6.1.6          The Parties exclude any rights to refer points of law or to appeal to the courts, to the extent that they can validly waive these rights.

This Amendment and Restatement Deed has been signed and executed as a DEED by the Parties and is delivered by them on the date specified above.

COSAN S.A.

in the presence of

COSAN INVESTIMENTOS              

in the presence of

DOWNSTREAM CO

in the presence of

SHELL

in the presence of

SHELL UK CO

in the presence of

SCHEDULE 1

CONTENTS

THIS JOINT VENTURE AGREEMENT originally dated 1 June 2011, as amended on 26 December 2013, and as amended and restated on 22 November 2016, 31 May 2021 and on the Amendment and Restatement Date between: 

PARTIES

(1)               COSAN S.A., (formerly known as Cosan S.A. Indústria e Comércio), a company organized and existing under the laws of Brazil, with its head office in the City of São Paulo, State of São Paulo, at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇ floor, room 1, Itaim Bibi, CEP 04538-132, enrolled with the Brazilian tax registry under No. 50.746.577/0001-15 ("Cosan S.A.");

(2)               COSAN INVESTIMENTOS E PARTICIPACOES S.A. a company incorporated under the laws of Brazil and whose registered office is at City of Sao Paulo, State of Sao Paulo, at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇, Itaim Bibi, CEP 04538-132, enrolled with the Brazilian tax registry under No. 18.777.673/0001-18 ("Cosan Investimentos" and together with Cosan S.A. collectively, "Cosan");

(3)               ▇▇▇▇▇▇ ▇.▇. (formerly known as Raízen Combustíveis S.A.), a company organized and existing under the laws of Brazil, with its head office at City of Rio de Janeiro, State of Rio de Janeiro, at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇ ▇▇▇▇▇, room 36A104, CEP 20.031-004, enrolled with the Brazilian tax registry under No. 33.453.598/0001- 23 (the "Downstream Co");

(4)               SHELL BRAZIL HOLDING B.V., a company incorporated under the laws of the Netherlands with registered number 27192050 0000 and whose registered office is at Carel van ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ '▇-▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("Shell"); and

(5)          SHELL OVERSEAS HOLDINGS LIMITED, a company incorporated under the laws of England with registered number 00596107 and whose registered office is at Shell Centre, London, SE1 7NA ("Shell UK Co").

RECITALS

(A)             Pursuant to the terms of the Framework Agreement (as defined below), Cosan and Shell agreed to establish the Joint Venture (as defined below) to combine certain of their assets primarily in Brazil.

(B)              Cosan and Shell have an equal economic interest in the Joint Venture and as a general principle, Cosan and Shell will share the profits, losses, access to cash flows and economic interest of the Joint Venture equally.

(C)              Prior to the JV Reorganisation, the Joint Venture comprised the Sugar and Ethanol Co, which held the sugar, ethanol, energy cogeneration and certain other assets of the Joint Venture, and the Downstream Co which held the downstream and certain other assets of the Joint Venture.

(D)             Prior to the JV Reorganisation, the voting capital of each of the Sugar and Ethanol Co and the Downstream Co was divided into common shares (comprising 99.9 per cent. of voting capital) and 1 preferred 'A' share (comprising 0.1 per cent. of voting capital); each of Cosan and Shell owned, directly or indirectly, 50 per cent. of the common shares in each of the Sugar and Ethanol Co and the Downstream Co; Cosan directly owned the preferred 'A' share in the Sugar and Ethanol Co and Shell directly owned the preferred 'A' share in the Downstream Co, such that Cosan directly owned 50 per cent. plus 1 share of the total voting capital of the Sugar and Ethanol Co and Shell directly owned 50 per cent. plus 1 share of the total voting capital of the Downstream Co.

(E)              Certain preferred 'B' and 'E' shares were allocated among Cosan and Shell and had certain economic (but not voting) rights to compensate Cosan and/or Shell for contributing certain goodwill and NOLs (as defined in the Framework Agreement) to the Joint Venture, which contributions render a tax benefit to the Joint Venture. Certain preferred 'D' shares were allocated to Shell and had certain economic (but not voting) rights to compensate Shell for certain governance issues.

(F)               Prior to the JV Reorganisation, the shareholders' agreements in respect of each of the Sugar and Ethanol Co and the Downstream Co governed the scope of the business of the Joint Venture, certain matters relating to governance (which as a general principle were shared between Cosan and Shell equally), acquisitions, dividends and distributions, as well as the general principles that governed ▇▇▇▇▇'s and Shell's relationship as shareholders of the Sugar and Ethanol Co and the Downstream Co.

(G)             An Operating and Coordination Agreement (as defined below) sets out certain terms pertaining to the coordination of the Sugar and Ethanol Co and the Downstream Co and specifies certain, principles, policies, targets and processes of the Joint Venture.

(H)             ROSM and Aguassanta have entered into the ROSM Agreement with Shell and Shell UK Co setting out certain rights and obligations in relation to ROSM's and Aguassanta's indirect interests in the Joint Venture and ROSM's and Aguassanta's activities in respect of the Business (as defined in the Framework Agreement).

(I)                The Management Compensation Plan (as defined in the Framework Agreement) rewards certain members of the management of the Joint Venture for success in their respective roles.

(J)                On 31 May 2021, the Parties entered into an amendment and restatement deed pursuant to which this Agreement was amended and restated in the form set out in schedule 1 thereto (the "Interim JVA").

(K)             On 1 June 2021, Cosan and Shell, among others, effected a corporate reorganisation through which the Downstream Co became the owner of 100 per cent. of the common shares of Sugar and Ethanol Co (less 1 common share owned by each of Cosan and Shell), and the preferred 'A' shares, preferred ‘B’ shares, preferred ‘D’ Shares and preferred ‘E’ shares in the Downstream Co and in the Sugar and Ethanol Co were repurchased and cancelled or converted into common shares (the "JV Reorganisation").

(L)              On 8 February 2021, Cosan and Shell, among others, entered into the Biosev Acquisition Agreement (as defined below), pursuant to which Hédera agreed to acquire certain class F non-redeemable preferred shares (the "Biosev Regular Shares") and class G redeemable preferred shares (the "Biosev Redeemable Shares" and, together with the Biosev Regular Shares, the "Biosev Shares") in the capital of the Downstream Co. Biosev Completion (as defined below) may occur prior to, on or after the Amendment and Restatement Date. If Biosev Completion occurred:

(a)          prior to the Amendment and Restatement Date, the Biosev Shares will have been allotted to Hédera, upon which ▇▇▇▇▇▇'s economic interest in the Downstream Co will have been 4.99 per cent. On the IPO occurring, the Downstream Co will have redeemed the Biosev Redeemable Shares, resulting in ▇▇▇▇▇▇'s economic interest in the Downstream Co being reduced at the time of the IPO; or

(b)          on or after the Amendment and Restatement Date, only the Biosev Regular Shares will have been allotted to Hédera, upon which ▇▇▇▇▇▇'s economic interest in the Downstream Co will have been 3.50 per cent.

(M)            On the Amendment and Restatement Date, the IPO of Downstream Co occurred and the Interim JVA was amended and restated by the Amendment and Restatement Deed, in the form set out in schedule 1 thereto.

(N)             The Parties have entered into this Agreement to document their agreement relating to the rights and obligations in respect of their interests in the Downstream Co and to provide for certain options whereby Cosan or Shell may acquire the other's interest in the Downstream Co, certain lock-up provisions and remedies for fundamental breaches of the documentation governing the establishment and operation of the Joint Venture.

THE PARTIES HEREBY AGREE AS FOLLOWS:

SECTION ONE: INTERPRETATION AND DEFINITIONS

1.                   INTERPRETATION AND DEFINITIONS

1.1              Capitalized terms used in this Agreement shall have the meanings ascribed to them as follows:

"2016 Amendment and Restatement Date" means the effective date on which this Agreement was amended and restated pursuant to the 2016 Amendment and Restatement Deed;

"2016 Amendment and Restatement Deed" means the deed dated on or about 22 November 2016 between (among others) the Parties amending and restating this Agreement;

"Acceptable Rating" means:

(a)               a Rating of:

(i)                 in respect of a Brazilian Party, greater than or equal to the higher of:

(A)             the sovereign Rating for the government of Brazil; and

(B)              BB- by S&P and/or Fitch and/or Ba3 by Moody's;

(b)              in respect of any other person, a Rating of BBB- or higher by S&P and/or Fitch and/or Baa3 or higher by Moody's; or

(c)          if all of the Credit Rating Agencies cease to function or no longer provide a ratings service generally or decline to provide a Rating for a  Person, a comparable Rating to those specified in paragraph (a) or (b) above (as applicable) from an internationally recognised credit rating agency of equivalent standing (other than S&P, Fitch and Moody's),

provided that, if the Person to be rated does not have any rated senior unsecured debt that is outstanding at that time, then such Person's senior unsecured debt shall be deemed to be rated at those ratings as such Credit Rating Agency may assign to the senior unsecured debt of that Person on a "shadow rating" or "indicative rating" basis within 6 months of such date;

"Acceptance Notice" has the meaning prescribed to it in Clause 8.5;

"Accounting Principles" means IFRS from time to time;

"Accrued Interest" means any interest accrued by a Payor pursuant to Clause 21.2.3 and any default interest accrued by a Payor pursuant to Clause 21.4.2(a);

"Actual Awareness" means in relation to a Shareholder the actual knowledge of its directors and the knowledge, information and belief which the directors would have had if they had made all reasonable enquiries of the executive board (or equivalent) of

any Controlling Entity, the general counsel of each of the Shareholder and any Controlling Entity and/or the senior personnel responsible for the relevant business units of each of the Shareholder and any Controlling Entity;

"Adjusted EBITDA" means, in respect of any Relevant Period:

(a)               consolidated net sales; minus

(b)               consolidated cost of sales and services; minus

(c)                consolidated general and administrative expenses and selling expenses;

plus/minus

(d)               consolidated equity pick up income from associates; plus

(e)                any depreciation or amortisation included in any of the foregoing,

in each case and to the extent applicable, calculated by extracting the relevant line items from the Adjusted Financial Statements and prepared in accordance with the Accounting Principles by applying the same accounting policies, treatments, practices and categorisations, including in relation to the exercise of discretion and judgement, that were used in the Annual Financial Statements for the Financial Year ended 31 December 2019 to the extent consistent with the Accounting Principles in force at the relevant time;

"Adjusted Financial Statements" means the spreadsheet prepared by Topco substantially in the form of the Adjusted Financial Statements Example and provided to Shell in accordance with Clause 14.3 of this Agreement by making the following adjustments to the Starting Financial Statements in respect of the Relevant Period:

(a)                for as long as a member of the Cosan Group holds a Controlling Interest in the Downstream Co only:

(i)                 in relation to any Cosan JV, Cosan may elect, at its sole discretion, to proportionally consolidate 50 per cent. of the financial results of such Cosan JV in the income statement and the balance sheet, provided that, in relation to any Cosan JV other than the Downstream Co, the Cosan JV has published the Cosan JV Accounts for the Relevant Period on the investor relations area of the Cosan JV's or Cosan Topco's public website;

(ii)               for any Relevant Period in respect of which ▇▇▇▇ has published the Rumo Accounts on the investor relations area of Rumo's public website:

(A)             extracting the fully consolidated financial results of Rumo in the income statement and the balance sheet; and

(B)              adding back in the proportional financial results of Rumo in the income statement and the balance sheet to the extent of the share capital held by Cosan Topco or a member of the Cosan Group (as applicable) in Rumo; and

(iii)            any adjustment in relation to the financial results of a Minority to which Shell has provided its prior written consent; and

(b)               only taking into account any derivative transaction entered into in connection with protection against or benefit from fluctuation in any currency or interest rate linked to the Group's Financial Indebtedness (save for any indebtedness for or in respect of paragraph (g) of the definition of "Financial Indebtedness") and extracting any provision made for any other derivative transaction including any commodities derivative transaction (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

"Adjusted Financial Statements Example" means the spreadsheet included at Schedule 10 to this Agreement;

"ADTV" means average daily trading volume;

"Affiliate" means, in relation to any Person, a Subsidiary of that Person or a Holding Company of that Person or any other Subsidiary of a Holding Company; provided that, neither the Downstream Co nor any Subsidiary of Downstream Co shall be an Affiliate of any Shareholder;

"Aguassanta" means Aguassanta Participações S.A., a company organised and existing under the laws of Brazil, with its head office at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇▇▇ floor, room 08, Zip Code 04538-132, São Paulo, SP, Brazil, enrolled with the Brazilian tax registry under number 07.198.897/0001-59;

"Amendment and Restatement Date" means the Effective Date (as defined in the Amendment and Restatement Deed) on which this Agreement was amended and restated pursuant to the Amendment and Restatement Deed;

"Amendment and Restatement Deed" means the deed dated on or about 11 July   2021 between the Parties amending and restating the Interim JVA;

"Annual Financial Statements" means the audited consolidated financial statements of the Group for the relevant Financial Year;

"Anti-Corruption Law" means the US Foreign Corrupt Practices Act of 1977, the United Kingdom Prevention of Corruption Acts 1889 to 1916 and the Bribery Act 2010, Brazilian Federal Law No. 8,429 of 2 June 1992 (Lei de Improbidade Administrativa), Brazilian Decree (Decreto) 4,410 of October 7, 2002 (Interamerican Convention Against Corruption), Brazilian Decree (Decreto) 5,687 of January 31, 2006 (United Nations Convention Against Corruption), Brazilian Law No. 9,613 dated March 3, 1998 (Lei de Prevenção à Lavagem de Dinheiro), Brazilian Law No. 8,666 dated June 21, 1993 (Lei de Licitações e Contratos Administrativos), Brazilian Law No. 14,133 dated April 1, 2021 (the new “Lei de Licitações e Contratos Administrativos) and Brazilian Federal Law No. 12,846 of 1 August 2013 (Lei da Empresa Limpa), or any applicable law of similar effect;

"Arbitrator" means an arbitral panel as validly appointed in accordance with Clause 37;

"Beneficial Owner" of a security means any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

(a)                voting power in, which includes the power to vote or to direct the voting of, such security; and/or

(b)               investment power which includes the power to Transfer, or to direct the Transfer of, such security,

and each of the terms "Beneficially Own" and "Beneficially Owned" has a corollary meaning;

“Biosev” means Biosev S.A., a publicly-held joint-stock company (sociedade por ações de capital aberto) duly incorporated under the laws of Brazil, with its headquarters in the city of São Paulo, State of São Paulo, at Av. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, No. 1355, 11th floor, Zip Code 01.452-919, enrolled with the CNPJ under No. 15.527.906/0001-36;

"Biosev Acquisition Agreement" means the acquisition agreement dated 8 February 2021 and entered into between Hédera, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Commodities and Energy Holdings N.V., Biosev S.A., the Downstream Co, Sugar and Ethanol Co, ▇▇▇▇▇ S.A., Cosan Investimentos and Shell, pursuant to which ▇▇▇▇▇▇ agreed to acquire the Biosev Shares;

"Biosev Completion" means the occurrence of "Closing" under the Biosev Acquisition Agreement;

"Biosev Redeemable Shares" has the meaning ascribed to it in paragraph (L) of the Recitals;

"Biosev Regular Shares" has the meaning ascribed to it in paragraph (L) of the Recitals; "Biosev Shares" has the meaning ascribed to it in paragraph (L) of the Recitals;

"Bound Shares" means in respect of each of Cosan and Shell (subject to Clauses 27.4.4(e) and 27.5.4(e)):

provided that in the case of each of (a) and (b), the Bound Shares shall not include any Unbound Shares;

"Brazilian Party" means any Third Party Offeror which generated 70 per cent. or more of its gross annual revenue from trading in Brazil (including exports from Brazil) based on its most recent annual audited financial statements;

"Breach Notice" has the meaning ascribed to it in Clause 10.1;

"Breach Notice Recipient" has the meaning ascribed to it in Clause 10.1;

"Breach Notice Sender" has the meaning ascribed to it in Clause 10.1;

"BRL" means real or, if there is more than one, reais, the lawful currency of Brazil;

"Business Day" means a day, other than a Saturday or Sunday or public holiday in São Paulo, Brazil and/or London, England;

"Byelaws" means, in relation to an entity, corporate byelaws or constitutional documents (including any Contrato social or Estatuto social);

"B3" means the Brazilian stock exchange, B3 S.A. – Brasil, Bolsa, Balcão;

"Calculations Spreadsheet" means a spreadsheet setting out details of the calculations undertaken to produce the Starting Financial Statements substantially in the form set out in Schedule 11 to this Agreement;

"Call Option" means the Shell Event Triggered Call Options, the Cosan Change of Control Option, the Exercising Shareholder Change of Control Option and/or (in the event the Shell Change of Control Option is exercised by a New Shareholder) the Shell Change of Control Option (as applicable);

"Call Option Event" means a Shell Call Option Trigger Event, a Shell Change of Control Event, a New Shareholder Change of Control Event and/or (in the event the Shell Change of Control Option is exercised by a New Shareholder) a Cosan Change of Control Event (as applicable);

"Call Option Exercise Period" means the Shell Event Triggered Call Option Exercise Period, the Cosan Change of Control Option Exercise Period and/or the Exercising Shareholder Change of Control Option Exercise Period (as applicable);

"Cash" and "Cash Equivalents" have the meaning ascribed to those terms in IAS 7 and to the extent applicable, calculated (i) using the exchange rates used in preparation of the applicable Starting Financial Statements and (ii) by extracting the relevant line items from the Adjusted Financial Statements and prepared in accordance with the Accounting Principles by applying the same accounting policies, treatments, practices and categorisations, including in relation to the exercise of discretion and judgement, that were used in the Annual Financial Statements for the Financial Year ended 31 December 2019 to the extent consistent with the Accounting Principles in force at the relevant time;

"CEO" means, in relation to an entity, the chief executive officer (diretor presidente) of such entity;

"Certificate" has the meaning ascribed to it in paragraph 8 of Schedule 9;

"Commencement Announcement" means the publication of the announcement (Anúncio de Início de Oferta Pública de Distribuição de Ações Preferenciais de Emissão ▇▇ ▇▇▇▇▇▇) informing the market of the beginning of the distribution of preferred shares issued by the Downstream Co;

"Compliance Certificate" has the meaning ascribed to it in Clause 14.4;

"Confidential Information" means any information concerning any Party, whether or not in the possession of another Party before 1 June 2011, and which relates to trade secrets, proprietary information, the marketing of goods or services (including names, lists and other details of customers, sales targets, sales statistics, market share statistics, prices, market research reports and surveys, advertising or promotional materials and strategies), future projects, business development or planning, commercial relationships, negotiations and business strategy; provided that "Confidential Information" does not include information that:

provided, further that, notwithstanding anything to the contrary contained herein, Confidential Information in the possession of Cosan, Shell or any of their respective Subsidiaries prior to 1 June 2011 shall, notwithstanding the foregoing exceptions in paragraphs (a) or (c), remain Confidential Information hereunder and Cosan and Shell shall be obligated to keep or to cause to be kept such information confidential as fully as if they did not have access to such information prior to the date of this Agreement but only received it after 1 June 2011;

"Consolidated Tangible Net Worth" means, at any time, calculated by extracting line items from the Adjusted Financial Statements, the aggregate of the amounts paid up or credited as paid up on the issued ordinary share capital of Topco and the aggregate amount of the reserves of the Group,

including:

(a)                any amount credited to the share premium account;

(b)               any amount credited as additional paid-in capital in accordance with the Accounting Principles;

(c)                any capital redemption reserve fund;

(d)               any balance standing to the credit of the consolidated income statement of the Group; and

(e)                any equity attributable to the owners of the parent and non-controlling interests, but deducting:

(f)                any debit balance on the consolidated income statement of the Group;

(g)               (to the extent included) any amount shown in respect of goodwill (including goodwill arising only on consolidation) or other intangible assets of the Group;

(h)               (to the extent included) any amount set aside for taxation, deferred taxation or bad debts;

(i)                 any amount in respect of any dividend or distribution declared, recommended or made by any member of the Group to the extent payable to a person who is not a member of the Group and to the extent such distribution is not provided for in the most recent financial statements; and

(j)                 non-controlling interests at Topco level,

and so that no amount shall be included or excluded more than once;

"Consolidated Total Debt" means, at any time, calculated by extracting line items from the Adjusted Financial Statements, the aggregate outstanding principal, capital or nominal amount of all obligations of each member of the Group for or in respect of Financial Indebtedness, including any Financial Indebtedness of the JV Entities (without double counting) entered into under the Special Agriculture Industry Securitization Program - PESA (established in February 1998) in relation to which the JV Entities have granted pledges over CTNs to their financing banks in support of such Financial Indebtedness and deducting the amortized book value of the CTNs in accordance with the Accounting Principles, and so that no amount shall be included or excluded more than once;

"Consolidated Total Net Debt" means Consolidated Total Debt but deducting the aggregate amount of Cash, Cash Equivalents and Marketable Securities held by any member of the Group at that time, and so that no amount shall be included or excluded more than once;

"Continuing Shareholder" has the meaning ascribed to it in Clause 7.3.1;

"Continuing Shareholder Securities" means any ordinary shares in (i) the Continuing Shareholder or (ii) a company which has a Controlling Interest in the Continuing Shareholder, in each case:

(a)                which are listed on a Recognised Stock Exchange;

(b)               which have an ADTV for the preceding 90 days equal to or greater than US$11,000,000 (or its equivalent in any currency); and 

(c)                which form no more than 10 per cent. of the total amount of the listed securities of such entity;

"Continuing Shareholder Securities Value" means the value of the Continuing Shareholder Securities as at the Exercise Date, being the volume weighted average price of such Continuing Shareholder Securities for the 30 days prior to the Exercise Date;

"Control" means the power of a Person (or Persons acting in concert) (being the "Controller") to secure that the affairs of another are conducted directly or indirectly (through one or more companies each of which is Controlled directly or indirectly by the Controller) in accordance with the wishes of the Controller whether by means of being the Beneficial Owner(s) of more than 50 per cent. of the issued share capital of or entitled to exercise more than 50 per cent. of the voting rights in that company, or having the right to appoint or remove a majority of the directors or otherwise control a majority of the votes at board meetings of that company by virtue of any rights attaching to securities held or powers conferred by the Byelaws, any shareholders' agreement or any other document regulating the affairs of that company and "Controlled by" shall be construed accordingly; provided that, notwithstanding the foregoing:

(a)                in respect of the Downstream Co:

(i)                 Cosan, Shell, any New Cosan Shareholder and any New Shell Shareholder will be deemed to have Control of the Downstream Co if they are entitled directly to exercise all of the rights attaching to the Bound Shares which form part of the entire Cosan Total Interest in respect of Cosan, or form part of the entire Shell Total Interest in respect of Shell and for these purposes, each of the Cosan Total Interest and the Shell Total Interest shall include all of those Bound Shares which form part of the Cosan Total Interest and the Shell Total Interest as at the Amendment and Restatement Date; and

(ii)               any other Person will be deemed to have Control of the Downstream Co if they directly or indirectly Control Cosan, Shell, the New Cosan Shareholder or the New Shell Shareholder (as applicable and for so long as such Shareholder has Control of the Downstream Co in accordance with paragraph (a)(i) above) in accordance with the above provisions of this definition of Control, provided that for the purposes of this paragraph (ii), Aguassanta and ROSM shall each be deemed to be Persons who have direct or indirect Control of Cosan S.A. until:

(A)             Aguassanta or ROSM ceases directly or indirectly to: (i) be the Beneficial Owner of 30 per cent. or more of the issued share capital of Cosan S.A.; (ii) have the unfettered right to exercise 30 per cent. or more of the voting rights in Cosan S.A.; or (iii) have the right to appoint or remove a majority of the directors of Cosan S.A.; or

(B)              a material amendment is made to the "poison pill" article, as provided in article 37 in the Byelaws of Cosan S.A., as approved on 22 January 2021, which amendment is not approved in advance by ROSM; and

(b)               in no event shall any JV Entity be deemed an Affiliate or Subsidiary of any Shareholder or any of its respective Subsidiaries or Affiliates;

"Controlling Entity" means:

(a)                for so long as Cosan or any New Cosan Shareholder to which Shares have been transferred in accordance with Clause 9.1.3 is a Shareholder, any Person:

(i)                 in which ROSM, or after the Post ROSM Date, ROSM and/or a ROSM Qualifying Replacement has a Controlling Interest;

(ii)               which has its securities listed on a Recognised Stock Exchange; and

(iii)            which has a Controlling Interest in the Downstream Co; and

(b)               following a Transfer by Cosan or any Cosan Transferor of the Cosan Total Interest to a New Cosan Shareholder (other than a New Cosan Shareholder to which Shares have been transferred in accordance with Clause 9.1.3), any Person:

(i)                 in which the New Shareholder Controller has a Controlling Interest; and

(ii)               which has a Controlling Interest in the Downstream Co;

"Controlling Entity Financial Statements" means the audited consolidated or unconsolidated, as appropriate, annual financial statements of that Controlling Entity produced in accordance with the relevant Mandatory Compliance Regime;

"Controlling Group" means Topco and each Subsidiary of Topco from time to time that has a Controlling Interest in the Downstream Co;

"Controlling Interest" means, in relation to an entity, a direct or indirect interest in relation to such entity which confers Control;

"Corporate Governance Default" has the meaning ascribed to it in Clause 15.1;

"Cosan" means the two Persons described as such in the Parties section of this Agreement and any other New Cosan Shareholder who becomes "Cosan" for the purposes of this Agreement by execution of a Deed of Adherence pursuant to Clause 27.5;

"Cosan Change of Control Event" means any transaction, agreement, transfer or other arrangement which, or any series of transactions, agreements, transfers or other arrangement which cumulatively, results in:

(c)                on or at any time after the ROSM Transition Period End Date, ROSM and/or a ROSM Qualifying Replacement,

no longer having a Controlling Interest in the Downstream Co, excluding any transfer (i) required to implement ROSM's will, provided that such transfer ultimately results in the transfer of ROSM's Controlling Interest in the Downstream Co to a ROSM Qualifying Replacement, in the event ROSM is determined Deceased, or (ii) to a ROSM Qualifying Replacement in the event a ROSM Transition Period Qualifying Replacement is determined Deceased between the ROSM Transition Period Start Date and the ROSM Transition Period End Date;

"Cosan Change of Control Option" means those rights granted to Shell under Clause 13.2;

"Cosan Change of Control Option Exercise Period" has the meaning ascribed to it in Clause 17.2;

"Cosan Debt Default" means any:

provided that:

"Cosan Downstream Co Value" means the value of Cosan's legal and beneficial interest in the Downstream Co, as calculated from the Downstream Co Value;

"Cosan Downstream Valuation Range" means the Downstream Valuation Range determined by the Cosan Valuer in accordance with Clause 20;

"Cosan Financial Covenant Breach" has the meaning ascribed to it in Clause 14.1.2;

"Cosan Fundamental Breach Option" means those rights granted to Cosan in Clause 11.2;

"Cosan Fundamental Breach Option Exercise Period" means, where the Fundamental Breach has been committed by Shell (either as agreed between the Parties or as determined in accordance with Clause 10), the period commencing on the date of the Breach Notice to the date which is 90 days after such date;

"Cosan Group" means Cosan Topco and each Subsidiary of Cosan Topco from time to time that has a Controlling Interest in the Downstream Co;

"Cosan JV" means (i) any JV (including the Downstream Co) in which Cosan Topco or a member of the Cosan Group holds 50 per cent. of the voting rights ordinarily exercisable at general meetings (excluding, for the avoidance of doubt, any limited voting rights attached to the preferred shares in the capital of the Downstream Co); and (ii) the Downstream Co (if Cosan Topco or a member of the Cosan Group holds less than 50 per cent. of the voting rights ordinarily exercisable at general meetings (excluding, for the avoidance of doubt, any limited voting rights attached to the preferred shares in the capital of the Downstream Co) in the Downstream Co);

"Cosan JV Accounts" means the Cosan JV Annual Financial Statements and/or Cosan JV Quarterly Financial Statements, as applicable;

"Cosan JV Annual Financial Statements" means (i) the audited combined consolidated financial statements, or (ii) the audited consolidated financial statements of any Cosan JV and its Subsidiaries for the relevant Financial Year;

"Cosan JV Quarterly Financial Statements" means (i) the combined consolidated financial statements, or (ii) the consolidated financial statements of any Cosan JV and its Subsidiaries for the relevant Financial Quarter;

"Cosan Limited" means Cosan Limited, a company formerly incorporated under the laws of Bermuda and whose registered office was at ▇▇▇▇▇▇▇▇ House, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇ and was merged into Cosan S.A. on 22 January, 2021;

"Cosan Shareholder Representative" means the "Shareholder Representative" appointed by Cosan pursuant to Section 4.01 (Shareholder Representatives) of the Shareholders' Agreement;

"Cosan Topco" means the highest Cosan Controlling Entity;

"Cosan Total Interest" means Cosan's entire direct holding of Shares in the Downstream Co (including its Bound Shares and Unbound Shares);

"Cosan Transferor" has the meaning ascribed to it in Clause 9.1.3;

"Cosan Valuer" has the meaning determined in accordance with Clause 20.3;

"Cosan Warranty" means a statement contained in Schedule 2 and "Cosan Warranties" means all such statements;

"Credit Rating Agency" means any of S&P, Fitch or ▇▇▇▇▇'▇;

"CTNs" means the Brazilian government bonds with a 20 year original maturity and falling due between 2018 and 2025 in relation to the Special Agriculture Industry Securitization Program - PESA (established in February 1998);

"Death Certificate" means a death certificate or medical certificate of the cause of death (including a Certidão de óbito), evidencing the death of a Person or the fact that a Person has been officially deemed deceased in absentia, issued by a governmental or other recognized regulatory body in any jurisdiction which is authorized under the laws of such jurisdiction to issue such certificates;

"Deceased" means, in relation to a Person, that such Person is deceased (or officially deemed deceased in absentia) as certified pursuant to a Death Certificate;

"Deed of Adherence" means a deed of adherence substantially in the form set out in Schedule 7 to be executed by any Person who becomes a Shareholder in accordance with Clause 27.2;

"Default Interest Rate" means:

(a)                in respect of BRL amounts, a per annum rate of interest equal to two per cent. above SELIC; and

(b)               in respect of US$ amounts, a per annum rate of interest equal to three per cent. above SOFR,

provided that if such rate is determined unenforceable, the Default Interest Rate shall be the next highest rate as would be enforceable under English Law, and the Parties acknowledge and agree that SELIC, as the interest rate standard in Brazil, is a reasonable benchmark for interest in relation to matters connected with a business, such as the Downstream Co, whose primary operations are in Brazil;

"Deferred Consideration" means cash consideration that is not payable in full on completion of the Third Party Offer;

"Deferred Consideration Net Present Value" means the net present value to the Selling Party of the Deferred Consideration as at the Third Party Offer Notice Date if paid in cash on completion of the Third Party Offer in lieu of the Deferred Consideration, as agreed between the Selling Party and the Continuing Shareholder or as determined by the Independent Non Cash Consideration Valuer in accordance with Schedule 9;

"Dispute" has the meaning ascribed to it in Clause 37.1; "Dispute Notice" has the meaning ascribed to it in Clause 10.2;

"Disqualification Call Option" means the right granted to Shell by Clause 4.2;

"Disqualification Call Option Exercise Period" means the period from the Disqualification Notice Date to the date that is the later of the date which is:

(a)                eight months thereafter;

(b)               ten Business Days after the applicable Option Price is finally agreed or determined; and

(c)                one month after the ROSM Transition Period Start Date;

"Disqualification Notice Date" means the date that Shell is notified that ROSM has been determined either:

(a)                to be Disqualified in accordance with Clause 3; or

(b)               to be Deceased;

"Disqualification Put Option" means the right granted to Cosan by Clause 5.1;

"Disqualification Put Option Exercise Period" means the period from the date which is ten days after expiry of the Disqualification Call Option Exercise Period to the date which is four months thereafter;

"Disqualified" has the meaning ascribed to it in Clause 3.1;

"Downstream Co" has the meaning ascribed to it in the Parties section of this Agreement;

"Downstream Co Value" means a value agreed in writing between Cosan and Shell, or failing such agreement within 14 days of the applicable Downstream Co Value Date (or within any period of time by which Cosan and Shell agree in writing to extend such initial 14 day period) the amount of:

(a)                if x – y ≤ 0.1x, the arithmetic mean of the Midpoints of the Cosan Downstream Valuation Range and the Shell Downstream Valuation Range; or

(b)               if x – y > 0.1x, the arithmetic mean of the Midpoints of:

(i)                 the Independent Downstream Valuation Range; and

(ii)               whichever of the Cosan Downstream Valuation Range and the Shell Downstream Valuation Range has a closer Midpoint to the Midpoint of the Independent Downstream Valuation Range; or

(c)                if there is no Cosan Valuer and no Shell Valuer, the Midpoint of the Sole Valuer Downstream Valuation Range; and

where:

"x" = the greater of the Midpoints of the Cosan Downstream Valuation Range and the Shell Downstream Valuation Range; and

"y" = the smaller of the Midpoints of the Cosan Downstream Valuation Range and the Shell Downstream Valuation Range;

and, for the avoidance of doubt, if the Downstream Co declares, pays or makes any dividend or other distribution between the date of the applicable Downstream Co Value

Date and the applicable Option Completion Date, the Downstream Co Value shall be adjusted accordingly to take account of the declaration, payment or making of such payment;

"Downstream Co Value Date" means, in relation to:

(a)                any Shell Event Triggered Call Option, the date of the relevant Shell Call Option Trigger Event;

(b)               the Cosan Change of Control Option, the date of the relevant Shell Change of Control Event;

(c)                the Exercising Shareholder Change of Control Option, the date of the relevant New Shareholder Change of Control Event;

(d)               the Cosan Fundamental Breach Option and the Shell Fundamental Breach Option, the date on which the relevant Party receives the applicable Breach Notice;

(e)                the Disqualification Put Option:

(i)                 the date determined in accordance with Clause 5.5; or

(ii)               if Shell is entitled to nominate another Person to purchase the Cosan Total Interest in accordance with Clause 5.9.2, the date on which Shell sends a notice to ▇▇▇▇▇ stating that Shell wishes to exercise such right, as further contemplated by ▇▇▇▇▇▇ 5.9.2; and

(f)                the Disqualification Call Option, the date determined in accordance with Clause 4.5;

"Downstream Valuation Range" means an equity valuation range in respect of the Downstream Co determined in accordance with Clause 20;

"Election Notice" has the meaning ascribed to it in Clause 8.6;

"Encumbrance" means a mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement having similar effect (including a title transfer or retention arrangement, or any arrangement whereby title could be transferred to a third party);

"Ethanol" means ethanol and ethanol-based products, in each case, produced from sugarcane;

"Ethanol Supply Agreement" means the ethanol supply agreement dated 1 June 2011 between the Sugar and Ethanol Co and the Downstream Co, as amended, supplemented, restated or replaced which, for the avoidance of doubt, shall remain in force at all times in accordance with its terms, subject to the requirements of this Agreement;

"Executive Board" has the meaning ascribed to it in the Shareholders' Agreement;

"Exercise Date" means the date on which the Continuing Shareholder exercises its Pre- emption Right by delivery to the Selling Party of the Exercise Notice in respect of such Pre-emption Right;

"Exercise Notice" means, in respect of any relevant Option, an exercise notice substantially in the form set out in Schedule 4;

"Exercising Shareholder" has the meaning ascribed to it in Clause 13.4;

"Exercising Shareholder Change of Control Option" means those rights granted to the Exercising Shareholder under Clause 13.4;

"Exercising Shareholder Change of Control Option Exercise Period" has the meaning ascribed to it in Clause 17.3;

"Expert" has the meaning ascribed to it in Clause 3.4.2;

"Extended Lock-up Period" has the meaning ascribed to it in Clause 6.1;

"Extension Request Confirmation" has the meaning ascribed to it in Clause 6.3;

"Extension Request Notice" has the meaning ascribed to it in Clause 6.2;

"Extension Request Recipient" has the meaning ascribed to it in Clause 6.2;

"Fair Market Value" has the meaning ascribed to it in paragraph 8 of Schedule 9;

"Final Determination Date" has the meaning ascribed to it in Clause 7.4;

"Finance Lease" means any lease or hire purchase contract, a liability under which would, in accordance with the Accounting Principles, be treated as a balance sheet liability;

"Financial Covenant Default Ratios" has the meaning ascribed to it in Clause 14.1.2; 

"Financial Indebtedness" means any indebtedness for or in respect of:

(a)                moneys borrowed;

(b)               any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)                any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)               the amount of any liability in respect of any Finance Lease;

(e)                receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)             any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

in each case and to the extent applicable, calculated (i) using the exchange rates used in preparation of the applicable Starting Financial Statements, and (ii) by extracting the relevant line items from the Adjusted Financial Statements and in accordance with the Accounting Principles (except for the purposes of Clause 14.1.1 and the definition of Cosan Debt Default only, where Financial Indebtedness shall include indebtedness within paragraph (g)) and provided that no amount shall be counted more than once; 

"Financial Quarter" means the quarterly accounting period of Topco ending on 31 March, 30 June and 30 September each year (or ending on such other dates as may be notified in writing to Shell);

"Financial Year" means the annual accounting period of Topco ending on 31 December in each year (or ending on such other date as may be notified in writing to Shell);

"First Party" has the meaning ascribed to it in Clause 3.2;

"Fitch" means Fitch Ratings Ltd;

"Framework Agreement" means the framework agreement relating to the Joint Venture dated 25 August 2010 between Cosan, Cosan Distribuidora de Combustíveis Ltda., Cosan Limited, Downstream Co, Shell, Shell UK Co and Raízen Energia Participações S.A.;

"Fundamental Breach" means where:

(a)                a Party (other than a JV Entity) breaches any provision of this Agreement, the Operating and Coordination Agreement or the Shareholders' Agreement, whether such event or events amount(s) to a repudiatory breach or breaches of the relevant agreement or not; and/or

(b)               a Party (other than a JV Entity) is convicted (after any final appeal has been dismissed) of any violation of any Anti-Corruption Law; and/or

(c)                with respect to Cosan only, ROSM or a ROSM Qualifying Replacement breaches any provision of the ROSM Agreement, whether such event or events amounts(s) to a repudiatory breach or breaches of such agreement or not; and/or

(d)               with respect to Cosan only, Aguassanta breaches any provision of the ROSM Agreement, whether such event or events amounts(s) to a repudiatory breach or breaches of such agreement or not,

and which, in any such case referred to in sub-paragraphs (a) to (d) above, (i) has a Material Adverse Effect on the Joint Venture or any other Party (other than the Party, or any Affiliate of the Party, which committed the Fundamental Breach); and (ii) is not remedied, if capable of remedy, within 90 days of the Fundamental Breach Date; and/or

(e)                a Party (other than a JV Entity) and/or, with respect to Cosan only (in each case), ROSM and/or a ROSM Qualifying Replacement and/or Aguassanta becomes Insolvent;

"Fundamental Breach Date" means the date on which the Parties receive a Breach Notice pursuant to Clause 10.1;

"Gearing" means, in respect of any Relevant Period, the amount of Consolidated Total Debt on the last day of that Relevant Period as a percentage of the aggregate amount of the Consolidated Total Debt and the Consolidated Tangible Net Worth on the last day of that Relevant Period and so that no amount shall be included or excluded more than once;

"Governmental Authority" means any international, supranational or national government, any state, provincial, local or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions (including functions relating to the audit, imposition, assessment, management and collection of Taxes) of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of any nation or jurisdiction or any political subdivision thereof or any court;

"Group" means (i) Topco, (ii) each Subsidiary of Topco from time to time that has a Controlling Interest in the Downstream Co, and (iii) the Downstream Co and its Subsidiaries;

"Hédera" means Hédera Investimentos e Participações S.A., a corporation duly incorporated under the laws of Brazil, with its headquarters in the city of São Paulo, State of São Paulo, at Av. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, No. 1355, 12th floor, room 4, Zip Code 01.452-919, enrolled with the CNPJ under No. 12.686.989/0001-18;

"Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;

"IAS 7" means International Accounting Standard 7 Statement on Cash Flows as issued by the International Accounting Standards Board in April 2001, as amended or superseded from time to time;

"ICC" means the International Chamber of Commerce;

"IFRS" means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements;

"Illiquid Securities" means debt or equity securities of a Person which are not Liquid Securities or Continuing Shareholder Securities;

"Illiquid Securities Consideration Value" means the Fair Market Value of the Illiquid Securities as agreed between the Selling Party and the Continuing Shareholder or as determined by the Independent Non Cash Consideration Valuer in accordance with Schedule 9;

"Illiquid Securities Issuer" has the meaning ascribed to it in paragraph 11(a) of Schedule 9;

"Independent Downstream Valuation Range" means the Downstream Valuation Range determined by the Independent Valuer in accordance with Clause 20;

"Independent Non Cash Consideration Valuer" has the meaning ascribed to it in paragraph 5 of Schedule 9;

"Independent Selector" means the President for the time being of the Institute of Independent Auditors of Brazil (Instituto dos Auditores Independentes do Brasil) or, if such Person is unable or unwilling to act for any purpose required under this Agreement, such person as may be appointed by the ICC International Centre for Expertise in accordance with the provision for the appointment of experts under the Rules for Expertise of the ICC;

"Independent Valuer" means a Qualifying Accounting Firm (other than the auditors of any Party) determined in accordance with Clause 20;

"Initial Lock-up Period" has the meaning ascribed to it in Clause 6.1;

"Insolvent" means unable to pay its debts as they fall due, or is otherwise insolvent, and "Insolvency" shall have a corollary meaning;

"Interest Cover Ratio" means the ratio of Adjusted EBITDA to Net Financial Results in respect of any Relevant Period and so that no amount shall be included or excluded more than once;

"Interim JVA" has the meaning ascribed to it in paragraph (J) of the Recitals;

"Involuntary Delisting" means in respect to a Controlling Entity, an action by a Listing Authority which results in a removal of, or prohibition on, its right to admit any of its debt or equity securities to listing on a Recognised Stock Exchange for public trading, other than as a result of a request by the Controlling Entity to remove or cancel the right to admit any of its debt or equity securities to a listing on a Recognised Stock Exchange for public trading where such request was made prior to a Listing Authority informing the Controlling Entity of its intention to take such action;

"Involuntary Suspension" means in respect to a Controlling Entity, any suspension by a Listing Authority of public trading in those Public Securities on a relevant Recognised

Stock Exchange other than as a result of a request by the Controlling Entity to suspend its Public Securities;

"IPO" means the initial public offering of the preferred shares in the Downstream Co on the Nível II segment of B3 which shall become effective upon publication of the Commencement Announcement to the market;

"Joint Venture" means the Downstream Co and its Subsidiaries, considered together;

"JV" means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity;

"JV Entity" means the Downstream Co, and/or any Subsidiary of the Downstream Co (including Sugar and Ethanol Co);

"JV Reorganisation" has the meaning ascribed to it in paragraph (K) of the Recitals;

"Law" means any applicable statute, law, rule, regulation, guideline, ordinance, code, policy or rule of common law issued, administered or enforced by any Governmental Authority, or any judicial or administrative interpretation thereof including the rules of any stock exchange;

"Leverage Ratio" means, in respect of any Relevant Period, the ratio of Consolidated Total Net Debt on the last day of that Relevant Period to Adjusted EBITDA in respect of that Relevant Period and so that no amount shall be included or excluded more than once;

"Liquid Securities" means securities:

(a)                which are listed on a Recognised Stock Exchange; and

(b)               which have an ADTV for the preceding 90 days equal to or greater than US$11,000,000 (or its equivalent in any currency); and

(c)                which form no more than 15 per cent. of the total amount of the listed securities of such entity;

"Liquid Securities Value" means the value of the Liquid Securities as at the Third Party Offer Notice Date (when included as part of the consideration in a Third Party Offer) and as at the Exercise Date (when included as part of the consideration payable on completion of the Pre-emption Right), being the volume weighted average price of such Liquid Securities for the 30 days prior to the Third Party Offer Notice Date or Exercise Date (as applicable);

"Listing Authority" means in respect of any Controlling Entity the relevant listing authority, regulator or other competent body with jurisdiction over any Recognised Stock Exchange on which its Public Securities are listed;

"Listing Default" has the meaning ascribed to it in Clause 16.1;

"Lock-up Period" has the meaning ascribed to it in Clause 6.1;

"Long Stop Date" has the meaning ascribed to it in Clause 8.7.1(a)(ii);

"Losses" has the meaning ascribed to it in the Framework Agreement;

"Mandatory Compliance Regime" means in respect of any Controlling Entity any mandatory compliance regime to which it is subject pursuant to applicable Law; 

"Marketable Securities" means, as determined in accordance with IFRS, any investment:

(a)                for which a liquid trading market exists;

(b)               which matures within one year; and

(c)                which can be realised without any material impact on the price of the underlying investment;

"Material Adverse Effect" means, in relation to a Person, a material adverse effect on the business, operations, property, condition (financial or otherwise), prospects, reputation or results of operations of such Person;

"Memorandum of Understanding" means the memorandum of understanding between Cosan, Cosan Limited and Shell UK Co dated 31 January 2010;

"Midpoint" means, in relation to a range, the median of the lower and upper limits of such range;

"Minority" means a Person (other than Rumo) in which Cosan Topco or a member of the Cosan Group directly or indirectly holds less than 50 per cent of the voting rights in that Person;

"Moody's" means ▇▇▇▇▇'▇ Investors Service, Inc;

"Net Financial Results" means the net financial expenses of the Group calculated by extracting the relevant line items from the Adjusted Financial Statements and prepared in accordance with the Accounting Principles by applying the same accounting policies, treatments, practices and categorisations, including in relation to the exercise of discretion and judgement, that were used in the Annual Financial Statements for the Financial Year ended 31 December 2019 to the extent consistent with the Accounting Principles in force at the relevant time;

"New Cosan Shareholder" has the meaning ascribed to it in Clause 27.5.1;

"New Shareholder" means any Shareholder to which Bound Shares have been transferred in accordance with the provisions of this Agreement other than a Shareholder who is (i) Shell or any Shareholder Controlled by Royal Dutch Shell or (ii) Cosan or any Shareholder Controlled by ROSM or, after the Post ROSM Date, ROSM and/or a ROSM Qualifying Replacement;

"New Shareholder Change of Control Event" means any transaction, agreement, transfer or other arrangement which, or any series of transactions, agreements, transfers or other arrangements which cumulatively, results in the acquisition of Control of any

New Shareholder by a Person (or Persons acting in concert) who is not the New Shareholder Controller;

"New Shareholder Controller" means, in relation to a New Shareholder, the Person or Persons acting in concert who directly or indirectly Control the New Shareholder as at the date the New Shareholder becomes a Shareholder in accordance with the provisions of this Agreement;

"New Shareholder Total Interest" means the New Shareholder's entire direct holding of Shares in the Downstream Co;

"New Shareholder Transferor" has the meaning ascribed to it in Clause 9.1.4;

"New Shell Shareholder" has the meaning ascribed to it in Clause 27.4.1;