Light : Informações de Companhias em Recuperação Judicial ou Extrajudicial

Execution Version

THIS RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REORGANIZATION PROPOSED IN AN ENGLISH SCHEME OF ARRANGEMENT, JUDICIAL REORGANIZATION PROCEEDING (RECUPERAÇÃO JUDICIAL) OR REORGANIZATION OR DEBT ADJUSTMENT PLAN IN ANY OTHER INSOLVENCY PROCEEDING.

ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF ANY APPLICABLE INSOLVENCY LAW, INCLUDING PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES. THIS RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES AND OTHER PROVISIONS WITH RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT IN ALL RESPECTS TO THE COMPLETION OF DEFINITIVE DOCUMENTATION AND THE CONSENT RIGHTS OF THE PARTIES SET FORTH HEREIN AND THEREIN.

THIS RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT IS CONFIDENTIAL AND SUBJECT TO CONFIDENTIALITY AGREEMENTS AND HAS BEEN PRODUCED FOR DISCUSSION AND SETTLEMENT PURPOSES ONLY AND IS SUBJECT TO THE PROVISIONS OF RULE 408 AND ITS STATE AND FEDERAL EQUIVALENTS.

RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT

This RESTRUCTURING SUPPORT AND LOCK-UP AGREEMENT (together with all exhibits, annexes and schedules attached hereto, this "Agreement") is made and entered into as of June 28, 2024, by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each, a "Party" and collectively, the "Parties"):

1. Light S.A. - em Recuperação Judicial (the "Company" or "Light"), Light Serviços de Eletricidade S.A. ("SESA"), and Light Energia S.A. ("Energia" and, together with the Company, the "Company Parties"); and
2. Each of the undersigned beneficial holders, investment advisors or managers (as applicable) for the account of beneficial holders (together with any assignee, transferee or any beneficial holder, investment advisor or manager for the account of any beneficial holder of the 2026 Notes Units (as defined below) that executes and delivers a counterpart signature page to this Agreement or executes and delivers a Joinder Agreement or Transfer Agreement (each as defined below)), of (a) 4.375% notes due 2026 issued by SESA in the principal amount of US$400,000,000 (the "SESA Notes") and (b) 4.375% notes due 2026 issued by Energia in the principal amount of US$200,000,000 (the "Energia Notes" and, together with the SESA Notes, the "2026 Notes Units" and such holders, collectively, the "Consenting Noteholders"), in each case governed by that certain indenture dated as of June 18, 2021 (as may be amended, modified or supplemented from time to time prior to the date hereof, the "Notes Indenture") by and between SESA and Energia as issuers, the Company as the guarantor and The Bank of New York Mellon as trustee.

RECITALS

WHEREAS, the Company (a) commenced the Brazilian RJ Proceeding (as defined below) and filed a restructuring plan on April 22, 2024; and (b) filed an amendment to the restructuring plan on May

18, 2024, which was approved at a general meeting of creditors held on May 29, 2024 (the "Brazilian RJ Plan");

WHEREAS, on June 18, 2024, the Brazilian Bankruptcy Court entered an order confirming the Brazilian RJ Plan (the "Brazilian RJ Plan Confirmation Order");

WHEREAS, in the Brazilian RJ Plan, the Company agreed, subject to the execution of this Agreement by Consenting Noteholders representing more than 50% of the outstanding principal amount of the 2026 Notes Units, to take certain steps to deliver offshore, DTC tradable instruments to the holders of the 2026 Notes Units, including commencing (і) a consent solicitation process to execute a supplemental indenture with the support of the Consenting Noteholders to effectuate the amendment to the Notes Indenture as set out in the Supplemental Indenture (as defined below) (the "Consent Solicitation") and (іі) additional proceedings in certain other jurisdictions in each case for the purpose of implementing the Restructuring (as defined below), which may include (1) a scheme of arrangement under Part 26 of the English Companies Act (as defined below) (such proceeding, the "English Scheme") and (2) a case or cases under chapter 15 of Title 11 of the United States Code (such title, the "Bankruptcy Code") seeking to recognize as a foreign proceeding and enforce in the United States the Brazilian RJ Proceeding (such proceeding, the "Brazilian RJ Recognition Cases"), and seeking to recognize as a foreign proceeding and enforce in the United States the English Scheme (such proceeding, the "English Scheme Recognition Cases," and, together with the Brazilian RJ Recognition Case, the "U.S. Recognition Cases" and, collectively with the English Scheme and the Brazilian RJ Proceeding, the "Restructuring Proceedings"), as contemplated under this Agreement, and in all material respects consistent with the terms of the Restructuring Term Sheet;

WHEREAS, with the view of allowing for the implementation of the Brazilian RJ Plan and the restructuring of the Company (including the 2026 Notes Units), Light will pursue the Capital Increase as per Sections 4.1.1(і) and 5.1 of the Brazilian RJ Plan, which was a key consideration for the Consenting Noteholders' approval of the Brazilian RJ Plan;

WHEREAS, the Parties have in good faith and at arm's length negotiated certain restructuring and recapitalization transactions with respect to certain Company Claims (as defined below) on and subject to the terms and conditions set forth in this Agreement and the Restructuring Term Sheet (as defined below) attached hereto as Exhibit A, as may be later revised or supplemented in accordance with Section 11 of this Agreement (such transactions as described in the Restructuring Term Sheet, including the Brazilian RJ Plan, the New Money Capital Raise (as defined below), the Consent Solicitation, English Scheme, Brazilian RJ Proceeding and/or U.S. Recognition Cases, in each case in accordance with this Agreement and the Restructuring Term Sheet, collectively, the "Restructuring");

WHEREAS, the Parties have agreed to the terms of the Restructuring and have agreed to enter into this Agreement in good faith in order to facilitate its implementation, and, subject to terms and conditions herein, to refrain from (whether alone or in concert with any other person) taking, advising, encouraging, assisting or supporting (or instructing or procuring that any other person take, advise, encourage, assist or support) any action that would frustrate the Restructuring; and

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound hereby, agrees as follows:

AGREEMENT

Section 1. Definitions and Interpretation.

1.01 Definitions. The following terms shall have the following definitions; provided that any capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Restructuring Term Sheet:

"2026 Notes Units" has the meaning set forth in the preamble to this Agreement.

"Affiliate" means, with respect to any Person, any other Person controlled by, controlling or under common control with such Person. As used in this definition, "control" (including, with its correlative meanings, "controlling," "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of securities, by contract or otherwise). A Related Fund of any Person shall be deemed to be an Affiliate of such Person.

"Agreed Form" means, in respect of any document, consistent with this Agreement, and in the form agreed in writing between the Company Parties and the Majority Consenting Noteholders.

"Agreement" has the meaning set forth in the preamble to this Agreement and, for the avoidance of any doubt, includes all of the exhibits, annexes and schedules hereto in accordance with Section 13.01.

"Agreement Effective Date" means the date specified in Section 2.

"Agreement Effective Period" means, with respect to a Party, the period from the Agreement Effective Date to the Termination Date applicable to such Party (except where a provision of this Agreement survives the Termination Date pursuant to Section 13.16, in which case such provision shall remain in effect to the extent set forth in Section 13.16).

"Alternative Restructuring Plan" means any proposal, offer, bid, term sheet or discussion with respect to a restructuring, reorganization, scheme of arrangement or similar process, any insolvency, liquidation (falência) or restructuring measure, either judicial (recuperação judicial) or prenegotiated (recuperação extrajudicial), merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, plan amendment, share exchange, business combination or similar transaction involving any of the Company Parties or the debt of, equity in or other interests in the Company Parties other than the Restructuring, including, for the avoidance of any doubt, any plan or plan amendment or any alternative realization of the Company's assets in a liquidation proceeding that is inconsistent in any material respect with this Agreement or the Restructuring; provided; however that any transaction(s) between any of the Company Parties and the holders of Brazilian debentures issued by the Company and/or other Brazilian RJ Creditors shall not be an Alternative Restructuring Plan provided that any such transaction(s) are consistent with the Brazilian RJ Plan.

"Bankruptcy Code" has the meaning set forth in the recitals to this Agreement.

"Brazilian Bankruptcy Court" means the 3rd Specialized Chamber for Business Law of the Court of the State of Rio de Janeiro, Brazil, which is presiding over the Brazilian RJ Proceeding.

"Brazilian Bankruptcy Law" means Brazil's Lei de Falências e Recuperação de Empresas, Law No. 11,101, dated February 9, 2005, as amended.

"Brazilian Capital Markets Law" means Brazil's Law No. 6,385, dated December 7, 1976, as amended.

"Brazilian RJ Creditors" means the creditors whose claims are subject to the Brazilian RJ Plan (as defined below).

"Brazilian RJ Enforcement Order" means an order of the U.S. Bankruptcy Court sought pursuant to the U.S. Enforcement Filings and entered in the Brazilian RJ Recognition Cases, enforcing and giving full force and effect to the Brazilian RJ Plan within the territorial jurisdiction of the United States.

"Brazilian RJ Plan Confirmation" means the date in which the order from the Brazilian Bankruptcy Court confirming the approval of the Brazilian RJ Plan is made available in the official gazette.

"Brazilian RJ Plan Confirmation Order" has the meaning set forth in the recitals to this Agreement.

"Brazilian RJ Plan" has the meaning set forth in the recitals to this Agreement.

"Brazilian RJ Proceeding" means the judicial reorganization proceeding (recuperação judicial) commenced by Light before the Brazilian Bankruptcy Court, docket number 0843430- 58.2023.8.19.0001.

"Brazilian RJ Recognition Cases" has the meaning set forth in the recitals to this Agreement.

"Brazilian RJ Recognition Order" means an order of the U.S. Bankruptcy Court sought pursuant to the U.S. Recognition Filings and entered in the Brazilian RJ Recognition Cases, recognizing the Brazilian RJ Proceeding as a "foreign main proceeding" for the Company.

"Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the city of Rio de Janeiro, the city of São Paulo, the New York City, or London.

"Capital Stock" shall mean, with respect to any Person (as defined below), any and all shares of stock, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated, whether voting or non-voting) such Person's equity or ownership, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest or any securities or other rights or interests convertible into or exchanged for any of the forgoing.

"Claim" means a (a) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured and calculated together with all applicable accrued interest, fees and commission due, owing or incurred from time to time or (b) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. For the avoidance of any doubt, the definition of a "Claim" in this Agreement shall be no less broad than the definition of a "Claim" in section 101(5) of the Bankruptcy Code.

"Closing Date" means the date on which all conditions precedent to the Restructuring have been satisfied, each of the Restructuring Documents becomes effective in accordance with its terms, and

the New Securities contemplated in the Restructuring Term Sheet are issued and delivered to the holders of 2026 Notes Units.

"Company Advisors" means, collectively: (a) White & Case LLP; Barbosa Müssnich Aragão Advogados; Salomão, Kaiuca, Abrahão, Raposo, Cotta Sociedade de Advogados; and Galdino & Coelho Advogados, as legal advisors to the Company; and (b) BR Partners, as financial advisor to the Company.

"Company Claims" means, collectively, all Claims against the Company in connection with the 2026 Notes Units.

"Company" has the meaning set forth in the preamble to this Agreement.

"Company Parties" has the meaning set forth in the preamble to this Agreement.

"Concession Renewal" means SESA's execution of a new concession agreement with the applicable governmental authorities, related to the renewal of the public concession held by SESA.

"Confidential Annexure" means in relation to the Consenting Noteholders, the confidential annexure to its signature page to this Agreement, any Joinder Agreement or any Transfer Agreement, which sets out its exposure in respect of the 2026 Notes Units.

"Confidentiality Agreement" means any confidentiality agreement executed by and between the Company and any other Party hereto (and/or their respective advisors), whether before or after the Agreement Effective Date, in connection with any proposed Restructuring, including with respect to the issuance of a "cleansing letter" or other public disclosure of material non-public information.

"Consent Solicitation" has the meaning set forth in the recitals to this Agreement.

"Consenting Noteholders" has the meaning set forth in the preamble to this Agreement.

"Enforcement Action" means any action, legal proceeding or other procedure or step taken of any kind to:

1. recover, or demand cash cover in respect of, all or any part of any Company Claims (including by exercising any set-off, save as required by law);
2. exercise or enforce any right under any guarantee or any right in respect of any Lien, including any property encumbered thereby, in each case, granted in relation to (or given in support of) all or any part of any Company Claims;
3. petition for (or take or support any other step which may lead to) any corporate action, legal process (including legal proceedings and diligence) or other procedure or step being taken in relation to any Company Claim in respect of any insolvency or similar proceeding; or
4. sue, claim, institute or continue any legal process (including legal proceedings, execution, distress and diligence) against the Company Parties in relation to any Company Claim.

"English Companies Act" means the Companies Act 2006.

"English Court" means the High Court of Justice of England and Wales.

"English Scheme" has the meaning set forth in the recitals to this Agreement.

"English Scheme Claims" means the Company Claims held by the English Scheme Creditors under or in connection with the 2026 Notes Units.

"English Scheme Convening Hearing" means the hearing of the English Court for purposes of obtaining permission to convene the English Scheme Meeting, including any adjournment thereof.

"English Scheme Creditors" means the creditors whose claims are subject to the English Scheme.

"English Scheme Enforcement Order" means an order of the U.S. Bankruptcy Court, sought pursuant to the U.S. Enforcement Filings and entered in the English Scheme Recognition Cases enforcing and giving full force and effect to the terms of the English Scheme within the territorial jurisdiction of the United States.

"English Scheme Explanatory Statement" means the explanatory statement to be provided to the English Scheme Creditors pursuant to section 897 of the English Companies Act.

"English Scheme Meeting" means the meeting of the English Scheme Creditors convened in accordance with section 896 of the English Companies Act to consider and, if thought fit, approve the English Scheme (and any adjournment of such meetings).

"English Scheme Practice Statement Letter" means a letter relating to the English Scheme required under the Practice Statement (Companies: Schemes of Arrangement under Part 26 and Part 26A of the Companies Act 2006) issued on 26 June 2020.

"English Scheme Recognition Cases" has the meaning set forth in the recitals to this Agreement.

"English Scheme Recognition Order" means an order of the U.S. Bankruptcy Court, sought pursuant to the U.S. Recognition Filings and entered in the English Scheme Recognition Cases, recognizing the English Scheme as a "foreign main proceeding" for the Company.

"English Scheme Sanction Hearing" means a hearing of the English Court for the purpose of sanctioning the English Scheme, including any adjournment thereof.

"English Scheme Sanction Order" means the order of the English Court sanctioning the English Scheme under section 899 of the English Companies Act.

"English Scheme Voting Record Time" means the Voting Record Time as defined in the English Scheme Explanatory Statement.

"Entity" shall have the meaning set forth in section 101(15) of the Bankruptcy Code.

"Governmental Authority" means, with respect to any Person, any nation or government, any state, municipality, province or other political or administrative subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity or branch of power exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity exercising such functions and owned or controlled, through stock or capital ownership or otherwise by any of the foregoing, any arbitral bodies, or any self-regulatory organization, asserting jurisdiction over such Person.

"Indenture" has the meaning set forth in the preamble to this Agreement.

"Information Agent" means DF King Ltd.

"Joinder Agreement" means a joinder to this Agreement substantially in the form attached hereto as Exhibit B.

"Joinder Party" has the meaning set forth in Exhibit B.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to create any mortgage, pledge, security interest, lien, charge, easement or encumbrance of any kind).

"Majority Consenting Noteholders" means, as of the relevant date, Consenting Noteholders holding more than 60% of the aggregate outstanding principal amount of the 2026 Notes Units held by the Consenting Noteholders, as set out in the signature pages to this Agreement or the signature pages to a Joinder Agreement or Transfer Agreement (as applicable), as such signature pages may be modified, amended or supplemented from time to time (including to reflect such Consenting Noteholders' acquisition, or sale or transfer of additional holdings of the 2026 Notes Units in accordance with Section 6 herein).

"New Money Capital Raise" means the minimum of BRL 1,000,000,000.000 and up to BRL 1,500,000,000.00 in new money to be raised by Light.

"New Securities" means the Convertible Debentures, shares, ADRS, notes and any other securities to be issued in connection with the Restructuring to the holders of the 2026 Notes Units, as contemplated in the Restructuring Term Sheet.

"Noteholder Ad Hoc Group Advisors" means collectively: (a) Cleary Gottlieb Steen & Hamilton LLP and Pinheiro Neto Advogados, as legal advisors to the Noteholder Ad Hoc Group; and (b) Moelis & Company Assessoria Financeira Ltda, as financial advisor to the Noteholder Ad Hoc Group.

"Noteholder Ad Hoc Group" means that certain ad hoc group of holders of the 2026 Notes Units formed for the purposes of considering and negotiating the Restructuring and represented by the Noteholder Ad Hoc Group Advisors, as such group is constituted from time to time.

"Officer's Certificate" means, with respect to the Company, a certificate signed by a director of the Company attaching:

"Order" means an order by any Governmental Authority, any regulatory authority, any court of competent jurisdiction or any private arbitral tribunal or like entity that resolves part or all of the issues in dispute.

"Outside Date" means February 13, 2025 or such later date as may be agreed in writing with the consent of the Majority Consenting Noteholders, which may be by electronic mail from the Noteholder Ad Hoc Group Advisors and the Company Advisors.

"Outstanding Advisor Invoices" means invoices of each of the Noteholder Ad Hoc Group Advisors for all reasonable, documented fees and expenses of such advisors pursuant to the engagement letters between each of the Noteholder Ad Hoc Group Advisors and the Company Parties.

"Party" or "Parties" has the meaning set forth in the preamble to this Agreement.

"Permitted Transferee" has the meaning set forth in Section 6.01.

"Person" means any individual, corporation, limited liability company, company, voluntary association, partnership, joint venture, cooperative, trust, private or public entity or other enterprise

or unincorporated organization or government (or any agency, instrumentality or political subdivision thereof).

"Prohibited Insolvency Filing" means a bankruptcy or insolvency filing (including with respect to any preliminary proceeding in preparation of a recuperação judicial, recuperação extrajudicial or falência) or scheme of arrangement or any similar process by the Company (other than in respect of the English Scheme, Brazilian RJ Proceeding or U.S. Recognition Cases contemplated by this Agreement); provided, however, that any other bankruptcy or insolvency filing consented to in writing by the Majority Consenting Noteholders and the Company, which may be provided by electronic mail from the Company Advisors and the Noteholder Ad Hoc Group Advisors, will not constitute a Prohibited Insolvency Filing.

"Qualified Market Maker" means an Entity that (a) in accordance with applicable law, holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase Company Claims (including any subset thereof) from, and sell Company Claims (including any subset thereof) to, customers or enter into with customers long or short positions in Company Claims (including debt or other securities), in its capacity as a dealer or market maker in such claims, and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt or other securities).

"Related Fund" means, with respect to any Person, any fund, account, or investment vehicle that is controlled or managed by (a) such Person, (b) an Affiliate of such Person, or (c) the same investment manager, advisor or subadvisor as such Person or an Affiliate of such investment manager, advisor or subadvisor.

"Restructuring Documents" means each of:

1. this Agreement;
2. the Brazilian RJ Plan;
3. the Restructuring Term Sheet and its exhibits and annexes;
4. the Supplemental Indenture;
5. all documents, consents, agreements, filings, notifications, instruments and other deliverables necessary or appropriate to effectuate the English Scheme and the English Scheme Sanction Order;
6. all documents, consents, agreements, filings, notifications, instruments and other deliverables necessary or appropriate to effectuate the Brazilian RJ Plan and the Brazilian RJ Plan Confirmation Order;
7. the English Scheme Recognition Order and the Brazilian RJ Recognition Order;
   and
8. all certificates, filings and other deliverables required to satisfy the conditions precedent to the effectiveness of the foregoing documents and agreements.

"Restructuring Proceedings" has the meaning set forth in the recitals to this Agreement.

"Restructuring Term Sheet" means the term sheet attached hereto as Exhibit Aand its exhibits and annexes in respect of the Restructuring Proceedings, which sets out the terms of implementation of the Restructuring in Agreed Form and provides for equal treatment among all Consenting Noteholders.

"Restructuring" has the meaning set forth in the recitals to this Agreement.

"Securities Act" means the Securities Act of 1933, as amended.

"Separate Account" has the meaning set forth in Section 7.02(b)(i).

"Specified Fund" has the meaning set forth in Section 7.02(b)(i).

"Supplemental Indenture" means the amendment to the Indenture resulting from and issued in connection with the Consent Solicitation effectuating the amendment of the governing law of the 2026 Notes Units in order to facilitate the English Scheme.

"Termination Date" means the date on which termination of this Agreement as to any Party is effective in accordance with Section 10.07.

"Transfer Agreement" means an executed form of the transfer agreement, substantially in the form attached hereto as Exhibit C, providing, among other things, that a Permitted Transferee is bound by the terms of this Agreement.

"Transfer" means to sell, sub-participate, resell, reallocate, use, pledge, assign, transfer, hypothecate, put a Lien on, participate, donate or otherwise encumber or dispose of, directly or indirectly (including through derivatives, options, swaps, pledges, Liens, forward sales or other transactions), through one or a series of transactions.

"Transferor" has the meaning set forth in Section 6.04.

"Trustee" means The Bank of New York Mellon or any replacement or successor trustee.

"U.S. Bankruptcy Court" means the United States Bankruptcy Court for the Southern District of New York.

"U.S. Enforcement Filings" means all filings with the U.S. Bankruptcy Court to obtain entry of the English Scheme Enforcement Order or the Brazilian RJ Enforcement Order.

"U.S. Recognition Cases" has the meaning set forth in the recitals to this Agreement.

"U.S. Recognition Filings" means all filings with the U.S. Bankruptcy Court to obtain entry of the English Scheme Recognition Order or the Brazilian RJ Recognition Order.

1. 1.02 Interpretation. For purposes of this Agreement:

2. all references to "this Agreement" shall include, without limitation the Restructuring Term Sheet and all other exhibits, annexes and schedules attached hereto;
3. in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in any gender shall include every gender;
4. capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite form;
5. unless otherwise specified, any reference herein to a contract, lease, instrument, release, indenture or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

1. unless otherwise specified, any reference herein to an existing document, schedule or exhibit shall mean such document, schedule or exhibit, as it may have been or may be amended, restated, supplemented or otherwise modified from time to time; provided that any capitalized terms herein that are defined with reference to another agreement, are defined with reference to such other agreement as of the Agreement Effective Date, without giving effect to any termination of such other agreement or amendments to such capitalized terms in any such other agreement following the date hereof;
2. unless otherwise specified, all references herein to "Sections" are references to Sections of this Agreement;
3. the words "herein," "hereof," and "hereto" refer to this Agreement in its entirety rather than to any particular portion of this Agreement;
4. captions and headings to Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Agreement;
5. references to "shareholders," "directors," and/or "officers" shall also include "members" and/or "managers," as applicable, as such terms are defined under the applicable limited liability company laws;
6. references to a "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
7. references to the "Noteholder Ad Hoc Group" include, where the context requires, each member of the Noteholder Ad Hoc Group;
8. references to the "Consenting Noteholders" include, where the context requires, each Consenting Noteholder;
9. references to a "beneficial owner" are to the person that holds the beneficial and/or ultimate economic interest in any Claims (including by way of sub-participations or pursuant to a binding agreement to purchase on standard terms) and "beneficial ownership" shall be construed accordingly; and
10. the use of "include" or "including" is without limitation, whether stated or not.

Section 2. Effectiveness of this Agreement and Conditions Precedent.

1. 2.01 Effectiveness. This Agreement shall become effective and binding upon each Party at 4:00 p.m., prevailing São Paulo time, on the date on which all of the following conditions have been satisfied or waived (which may be via email) in accordance with this Agreement (such date, the "Agreement Effective Date"):

2. each of the Company Parties shall have executed and delivered counterpart signature pages of this Agreement to the Noteholder Ad Hoc Group Advisors; and
3. Consenting Noteholders representing at least 50% in the aggregate of outstanding principal amount of the 2026 Notes Units shall have executed and delivered counterpart signature pages of this Agreement and Confidential Annexures or signature pages to a Joinder Agreement or Transfer Agreement, as applicable, to the Company Advisors.

Section 3. Restructuring Documents.

3.01 Before any Party is required to execute or approve and/or (in respect of any Restructuring Documents related to the English Scheme) vote for a Restructuring Document, such Restructuring Document shall be in Agreed Form, provided that changes or amendments to the Restructuring Documents