Final Draft

SHAREHOLDERS‟ AGREEMENT OF

FLEURY S.A.

ON ONE PART :

DELTA FM&B FUNDO DE INVESTIMENTOS EM PARTICIPAÇÕES

AND ON THE OTHER PART :

INTEGRITAS PARTICIPAÇÕES S.A.

AND AS INTERVENING PA RTIES IDENTIFIED IN THIS AGREEMENT

AUGUST 1S T

, 2011

SHAREHOLDERS‟ AGREEMENT OF FLEURY S.A.

Hereby and in due legal form, on the one part:

1. DELTA FM&B FUNDO DE INVESTIMENTOS EM PARTICIPAÇÕES, pooling of resources

constituted as closed-end-condominium, governed by its regulations and by the

applicable legal and regulatory provisions, especially the Instruction of Comissão de

Valores Mobiliários (the Brazilian equivalent to the US Securities and Exchange

Commission) No. 391, of July 16, 2003, corporate taxpayer register CNPJ/MF No.

12.952.687/0001-44, hereby represented according to its regulation (“FIP”);

2. INTEGRITAS PARTICIPAÇÕES S.A., a joint stock company, duly organized and

existing according to the laws of the Federative Republic of Brazil, headquartered in

the City and State of São Paulo, at Avenida Fagundes Filho, 145, conjunto 43,

CNPJ/MF No. 05.505.174/0001-20, hereby represented according to its Bylaws

(“Integritas”);

Whereas, FIP and Integritas, hereinafter referred to, jointly, as “Parties” and, indistinctly, as

“Party”.

And, moreover, in the capacity of consenting intervening parties,

3. FLEURY S.A., a joint stock company organized and existing according to the laws of

the Federative Republic of Brazil, headquartered in the City and State of São Paulo, at

Avenida General Valdomiro de Lima, 508, Jabaquara, CEP 04344-903, CNPJ/MF No.

60.840.055/0001-31, hereby represented according to its Bylaws (“Company”);

4. CORE PARTICIPAÇÕES LTDA., a limited business company, duly organized and

existing according to the laws of the Federative Republic of Brazil, headquartered in

the City and State of São Paulo, at Avenida Fagundes Filho, 145, Block 40 A, CEP

04304-010, CNPJ/MF No. 10.265.101/0001-48, hereby represented according to its

Articles of Incorporation (“Core”);

5. BRADSEG PARTICIPAÇÕES LTDA., a limited business company, duly organized and

existing according to the laws of the Federative Republic of Brazil, headquartered at

Cidade de Deus, Prédio Novíssimo, 4º andar, Vila Yara, Osasco, Estado de São Paulo,

CNPJ/MF No. 02.863.655/0001-19, hereby represented according to its Articles of

Incorporation (“Bradseg”);

6. JORGE NEVAL MOLL FILHO, Brazilian, married, physician, holder of ID Card No.

52.13376-4, issued by CRM/RJ, and individual taxpayer register CPF No.

102.784.357-34, residing and domiciled in the City and State of Rio de Janeiro, at Av.

Epitácio Pessoa No. 2.664, apto. 1.101, Bloco B – Lagoa, CEP 22.471-003 (“Jorge”);

7. ALICE JUNQUEIRA MOLL, Brazilian, married, physician, holder of ID Card No.

52.13126-8, issued by CRM/RJ, and CPF No. 219.016.19753, residing and domiciled

in the City and State of Rio de Janeiro, at Avenida Epitácio Person No. 2.664, apto.

1.101, Bloco B – Lagoa, CEP 22.471-003 (“Alice” who, with com Jorge, are referred

to simply as “Moll Family”); and

8. FERNANDO TEIXEIRA MENDES, Brazilian, physician, holder of ID Card No. 574.223,

issued by SSP/SP, and CPF No. 003.236.328-15, residing and domiciled in the City

and State of São Paulo, at Rua São Bento do Sul No. 87, Alto de Pinheiros;

9. MÁRIO ENDSFELDZ CAMARGO, Brazilian, married, physician, holder of ID Card No.

464.067, issued by SSP/SP, and CPF No. 005.308.168-49, residing and domiciled in

the City and State of São Paulo, at Rua Pombal No. 133, Sumaré herein represented

by Maria Rosa de Jesus Braghetta Camargo, Brazilian, married, professor, holder of

ID Card No. 1.482.836, issued by SSP/SP, and CPF No. 347.580.598-70 residing and

domiciled in the City and State of São Paulo, at Rua Pombal No. 133, Sumaré;

10. GILBERTO ALONSO, Brazilian, married, physician, holder of ID Card No. 2.623.231,

issued by SSP/SP, and CPF No. 003.236.408-34, residing and domiciled in the City

and State of São Paulo, Rua Gil Eanes, 127, apt 101, Brooklin Novo;

11. PAULO GUILHERME LESER, Brazilian, physician, holder of ID Card No. 1.499.379-X,

issued by SSP/SP, and CPF No. 007.925.948-00, residing and domiciled in the City

and State of São Paulo, Rua Prof. Alcebíades Delamare, No. 181, Morumbi;

12. ESPÓLIO CAIO MÁRCIO FIGUEIREDO MENDES, represented by Márcio Pinheiro

Mendes, Brazilian, married, business administrator, holder of ID Card No.

23.808.808-X, residing at 14, Rue Paul Doumer – Enghien-Les-Bains, France, that

that constituted as his attorney Mr Mendes‟ sister, Fernanda Pinheiro Mendes,

Brazilian, physician, holder of ID Card No. 18.500.675-9, issued by SSP/SP, and CPF

No. 221.009.158-60, residing and domiciled in the City and State of São Paulo, Rua

Caçapava, No. 69, apt 81, Jardim Paulista, CEP 01408-010;

13. LUIZ ROBERTO FERNANDES MARTINS, Brazilian, physician, holder of ID Card No.

3.527.726, issued by SSP/SP, and CPF No. 599.093.078-04, residing and domiciled in

the City and State of São Paulo, at Rua Bernardino Machado, 206, Granja Julieta;

14. JOSÉ GILBERTO HENRIQUES VIEIRA, Brazilian, married, physician, holder of ID Card

No. 3.696.889, issued by SSP/SP, and CPF No. 526.744.368-91, residing and

domiciled in the City and State of São Paulo, at Rua Domingos Fernandes, 496, apt

101 A, Vila Nova Conceição;

15. EWALDO MÁRIO KUHLMANN RUSSO, Brazilian, married, physician, holder of ID

Card No. 4.156.356, issued by SSP/SP, and CPF No. 184.320.008-25, residing and

domiciled in the City and State of São Paulo, at Rua Otávio Tarquínio de Souza, 1203,

apt 81, Campo Belo;

16. ADAGMAR ANDRIOLO, Brazilian, physician, holder of ID Card No. 4.301.079, issued

by SSP/SP, and CPF No. 670.939.658-49, residing and domiciled in the City and State

of São Paulo, at Rua Barão do Triunfo, 142, apt 82, bloco 2, Campo Belo;

17. RUI MONTEIRO DE BARROS MACIEL, Brazilian, married, physician, holder of ID

Card No. 3.329.770, issued by SSP/SP, and CPF No. 483.083.158-87, residing and

domiciled in the City and State of São Paulo, at Rua Jabebira, 87, Jardim Everest;

18. APARECIDO BERNARDO PEREIRA, Brazilian, married, physician, holder of ID Card

No. 3.190.395, issued by SSP/SP, and CPF No. 218.545.488-91, residing and

domiciled in the City and State of São Paulo, at Rua Cassiano Ricardo, nº 496, CEP

04640-020, Jardim Cordeiro;

19. CELSO FRANCISCO HERNANDES GRANATO, Brazilian, married, physician, holder of

ID Card No. 5.657.219, issued by SSP/SP, and CPF No. 006.458.418-62, residing and

domiciled in the City and State of São Paulo, at Rua Américo Brasiliense, 82, casa A2,

Chácara Santo Antônio;

20. MARIA DE LOURDES LOPES FERRARI CHAUFFAILLE, Brazilian, married, physician,

holder of ID Card No. 8.573.345, issued by SSP/SP, and CPF No. 007.649.668-63,

residing and domiciled in the City and State of São Paulo, at Avenida São Paulo

Antigo, 599, apartamento 41, Real Parque;

21. OMAR MAGID HAUACHE, Brazilian, married, physician, holder of ID Card No.

11.049.078, issued by SSP/SP, and CPF No. 155.204.488-25, residing and domiciled

in the City and State of São Paulo, at Rua General Mena Barreto, 586, Jardim Paulista;

22. ROGÉRIO RABELO, Brazilian, married, physician, holder of ID Card No. 1.667.950,

issued by SSP/GO, and CPF No. 383.193.811-34, residing and domiciled in the City

and State of São Paulo, at Rua João de Souza Dias, 515, apt 91, Campo Belo;

23. FERNANDO LOPES ALBERTO, Brazilian, married, physician, holder of ID Card No.

17.957.375, issued by SSP/SP, and CPF No. 149.603.498-83, residing and domiciled

in the City Valinhos, State of São Paulo, at Alameda Itaóca, nº 755, Condomínio Vale

do Itamaracá;

24. RENDRIK FRANÇA FRANCO, Brazilian, married, physician, holder of ID Card No. M-

4.678.864, issued by SSP/SP, and CPF No. 008.295.516-62, residing and domiciled in

the City and State of São Paulo, at Rua Madalena, 120, apt 81, Vila Madalena;

25. SERGIO LUIS RAMOS MARTINS, Brazilian, physician, holder of ID Card No. M-

17.614.258, issued by SSP/SP, and CPF No. 159.978.118-24, residing and domiciled

in the City Ribeirão Preto, State of São Paulo, at Rua Chile 1500, apt 72, Jardim Iraja;

26. JOSÉ MARCELO AMATUZZI DE OLIVEIRA, Brazilian, married, physician, holder of ID

Card No. 16.912.504, issued by SSP/SP, and CPF No. 116.557.918-93, residing and

domiciled in the City and State of São Paulo, at Rua Carlos Queiroz Telles, nº 162,

apartamento 41B, CEP 05704-150, Parque Morumbi;

27. VIVIEN BOUZAN GOMEZ NAVARRO ROSSO, Brazilian, married, business

administrator, holder of ID Card No. 16.361.750-8, issued by SSP/SP, and CPF No.

105.213.428-99, residing and domiciled in the City and State of São Paulo, at Rua

Princesa Isabel, 1003, apt 71, CEP 04601-002, Brooklin Paulista;

28. WILSON LEITE PEDREIRA JUNIOR, Brazilian, married, physician, holder of ID Card

No. 7.611.584, issued by SSP/SP, and CPF No. 130.347.218-03, residing and

domiciled in the City and State of São Paulo, at Rua Iraúna, nº 237, Jardim Novo

Mundo, CEP 04518-060

The qualified individuals above, except for Jorge and Alice, are simply called, collectively,

"Core Partners".

Whereas Core, Core Partners, Bradseg, Jorge and Alice with Company are referred to

simply as “Consenting Intervening Parties” or, indistinctly as “Consenting Intervening

Party”.

PREAMBLE

A. FIP is and shall be, on the effective date of this Agreement, the owner and

legitimate holder of 17,580,675 (seventeen million, five hundred and eighty

thousand, six hundred seventy-five) common, nominative shares without par value,

representative of 11,25495% of the total capital and voting stock of the Company;

B. Moll Family is and shall be, on the effective date of this Agreement, the majority

quotaholder of FIP;

C. Integritas is and shall be, on the effective date of this Agreement, owner and

legitimate holder of 82.368.233 (eighty-two million, three hundred sixty-eight

thousand, two hundred thirty-three) common, nominative shares without par value,

representative of 52,73122% of the total and voting capital stock of the Company,

except of the Events of Delivery;

D. Core is and shall be on the effective date of this Agreement, owner and legitimate

holder of 78.605.263 (seventy-eight million, six hundred and five thousand, two

hundred sixty-three) common, nominative shares, representative of 77,68339% of

the total and voting capital stock of Integritas, except for the Events of Delivery;

E. Bradseg is and shall be, on the effective date of this Agreement, owner and

legitimate holder of 22.581.436 (twenty-two million, five hundred eighty-one

thousand, four hundred thirty-six) common, nominative shares without par value,

representative of 22,3166% of the total and voting capital stock of Integritas, except

for the Events of Delivery;

F. Core and Bradseg executed on January 19, 2009 a shareholders‟ agreement to

regulate their relationship in the capacity of shareholders of Integritas and,

consequently, their interests in the corporate participation held by Integritas in the

Company (such agreement as it is in force on this date and with the letter signed by

Core and certain Core Partners sent to Bradseg to the attention of Messrs. Samuel

Monteiro dos Santos Júnior and Ivan Gontijo Junior, dated September 29, 2010,

being hereafter referred to as “Integritas Agreement”);

G. Bradseg controls Bradesco Seguros S.A., consenting intervening party of the

Integritas Agreement;

H. Core Partners are owners and legitimate holders of 56.441.601,00 (fifty-six million,

four hundred forty-one thousand six hundred and one) quotas representative of

100% (one hundred percent) of the capital stock of Core and executed on September

15, 2008 a quotaholders agreement to regulate their relationship in the capacity of

partners of Core (“Core Agreement”); and

I. The shareholders intend to regulate their relationship as shareholders of the

Company, according to Article 118 of Law No. 6.404, of September 15, 1976

(“Law No. 6.404/76” or “Lei das S.A.” [Brazilian Corporate Law]), establishing,

among others, rules in relation to: (a) the exercise of the voting right; (b)

administration of the Company; and (c) transfer of certain shares issued by the

Company and by Integritas and of the quotas that represent the Control of Core.

THE PARTIES RESOLVE to execute this Shareholders‟ Agreement (“Agreement”), which

will be governed according to the following Clauses and conditions:

1. DEFINITIONS AND RULES OF INTERPRETATION

1.1 For all the purposes of this Agreement, the following expressions shall have the

meaning attributed to them below:

(a) “Shareholder” means the Parties, Core and/or the Core Partners who hold or

come to hold, at any time and for any reason, Shares;

(b) “Additional Shares” means the 3.948.951 (three million, nine hundred and forty-

eight thousand nine hundred and fifty-one) common shares issued by the

Company, held by Bradseg on this date;

(c) “Affiliate” means, in relation to a certain Person, any other Person who, directly

or indirectly, Controls, is Controlled by or is under common Control with such

first Person In the case of a natural person, Affiliate comprises, moreover, its

heirs on any account;

(d) “BM&FBOVESPA” means the Stock Exchange, Commodities and Futures;

(e) “Independent Director” means the member of the board of directors of the

Company with the characteristics contemplated in the Regulation of Listing of

Novo Mercado of BM&FBOVESPA;

(f) “Core Articles of Incorporation” means the Articles of Incorporation

consolidated through the private instrument of seventh amendment to the Core

Articles of Incorporation executed on October 25, 2010;

(g) “Control” as well as its related terms, such as “Subsidiary”, “Parent Company”,

“Controlled by” and “under Common Control”, means, in relation to any

natural Person or corporation, or group of Persons linked by a vote agreement or

any other agreement, (a) the capacity, be in through the title, direct and/or

indirect, of securities, with voting right, to elect the majority of the board of

directors or similar body of the Controlled Person; and (b) the direct and/or

indirect title of rights which assure, permanently, to the Controlling Person the

majority of the votes in the general meetings, or similar bodies of the Controlled

Person. Specifically for purposes of the provisions of Clauses 5.3(e) and 8 of

this Agreement, there shall be considered Controller of the Company any natural

Person or corporation, individually, or group of Persons linked by a vote

agreement or any other agreement which fulfills any of the requirements

mentioned in letters (a) or (b) above;

(h) “Successive Preemptive Right” means the preemptive right granted to FIP in

this Agreement, of independent existence, but of always successive right to the

rights of Bradseg, Core and/or Integritas (as contemplated in the Integritas

Agreement);

(i) “Net Debt” means the value of the principal, interest and, when due, other

charges including of arrears and of fine, of short and long term obligations, net

of the cash, resulting from: (a) any loans/debts with related parties (net of values

receivable from the same creditor company or its Affiliates), loans, debt

instruments and/or obligations assumed with any governmental authority related

to payment in installments of liabilities of fiscal debts; (b) obligations of

deferred payment, including those resulting from the purchase of the corporate

participations; and (c) dividends to distribute.

(j) “Event of Delivery” means the procedure established in the Core Articles of

Incorporation and in the Integritas Agreement through which Bradseg and/or the

Core Partners or their successors receive shares issued by the Company;

(k) “Encumbrance” means all and any lien, including any promise to sale, purchase

option, right of first offer, preemptive right, charge, common trust, pledge,

fiduciary disposal in guarantee with or without title retention, mortgage, usufruct

or any other right in rem of enjoyment, collateral or other guarantee, as well as

any other claims which have substantially the same effects referred to herein;

(l) “Related Parties” means the following natural persons or corporations related to

a certain Person (as applicable): (i) ascendants, descendants and their respective

spouses to the 3rd

generation; (ii) spouses, partners, ex-spouses and ex-partners

and their respective ascendants or descendants to the 3rd

generation; (iii) their

shareholders, partners and Affiliates; and (iv) companies whose shareholders,

quotaholders and/or administrators (whatever the names of their offices) have a

kinship relationship indicated in items “i” and “ii” above with the Person in

question. For clarification purposes, there following are the Related Parties of

the Company: Integritas, FIP, Core, Bradseg and Core Partners, as well as the

respective Related Parties of these Persons; and

(m) “Person” means any natural person or corporation, as well as any entities devoid

of legal personality, organized according to the Brazilian or foreign legislation,

including, companies of any type, de facto or de jure, consortium, partnership,

association, joint venture, fund, any governmental authority and universality of

rights.

1.2 In addition to the definitions contemplated in item 1.1 above, the expressions and

terms defined indicated below, whenever used in this Agreement with their initials printed

in capitals, shall have the meanings attributed thereto in the respective Clauses and/or items

indicated below:

Definition Clause

“Share”

“Shareholder Recipient of the Offer”

“FIP Offeror”

“Shareholder Offeror”

“Indirect Shares Offered”

“Integritas Shares”

“Shares Offered”

“Shares Contemplated in the First Offer”

“Shares Subject to Put Option”

“Disposal”

“Indirect Disposal”

“Dispose Of”

“Notice of Decision”

“Notice of Offer”

“Chamber”

“Brazilian Civil Code”

“Condition of Option”

“Closing Date of Put Option”

“Right of First Offer”

“Bylaws”

“Notification of Acceptance”

“Notification of Offer”

“Notification of Indirect Offer”

“Notification of Put Option”

“Notification of Acceptance”

“Notification of Tag Along”

3.2

7.3.1

9.1

7.3.1

7.6

3.2.2

7.3.1

9.1

10.3

7.2

7.5

7.2

13.2.1

13.1

14.2

17.1

10.2

10.4

9.1

2.1

9.4

7.3.1

7.6

10.3

9.1

8.1

“Notification of Successive Exercise”

“Put Option”

“Other Services”

“Restriction Periods”

“Option Plan”

“Preemptive Period”

“Successive Exercise Period”

“Put Option Price”

“Core Quotas”

“Regulation”

“Response”

“Previous Meeting”

“Tag Along”

“Interested Third Party”

“Transfer of Other Services”

7.6.2

10.1

12.4

7.1

3.2.1

7.3.3

7.6.2

10.3

3.2.2

14.2

7.3.3

5.2

8.1

9.4

13.1

1.3. This Agreement shall be governed and interpreted according to the following

principles:

a) The headers and headings of this Agreement serve only for convenience of

reference and shall not restrict or affect the meaning of the Clauses, paragraphs or

items to which they apply;

b) The terms “inclusive”, “including” and other similar terms shall be interpreted as if

they were accompanied by the phrase “merely for the sake of example”, without

limitations to the examples presented;

c) Whenever required by the context, the definitions contained in this Agreement shall

be applied both in the singular and in the plural, and the male gender shall include

the female and vice-versa, without alteration of the meaning;

d) Reference to any document or other instruments include all of their alterations,

substitutions and consolidations and respective complementation, except if

expressly provided otherwise;

e) Except if expressly established otherwise herein, references to items or attachments

apply to items and attachments to this Agreement; and

f) All the references to any Parties, Shareholders, Company and Consenting

Intervening Parties include their respective successors, representatives and

authorized assignees.

2. CAPITAL, BYLAWS AND MINORITY SHAREHOLDER

2.1 The Company is governed by its Bylaws (“Bylaws”), which, as amended until the

effective date of this Agreement, constitutes Attachment 2.1 hereto.

2.1.1 In the event of any discrepancy, divergence or conflict between this

Agreement and the Bylaws, it is expressly established that the Shareholders shall, in the

shortest possible period, take the steps necessary in their power to perform a general

meeting of the Company and vote to promote the statutory reform necessary to eliminate

the discrepancy or conflict then existing.

2.2 The shareholding of the Shareholders in the Company, on the effective date of this

Agreement, without considering the eventual exercise of the withdrawal right by

third parties from the Company by virtue of the incorporation to be made on the

effective date of this Agreement, is as follows:

Shareholders Number of Shares Percentage%

FIP 17,580,675 11.25495%

Integritas 82,368,233 52.73122%

3. RESTRICTED SHARES

3.1 This Agreement restricts all the Shares representative of the capital stock of the

Company held by the Shareholders, as such term is defined in item 3.2 below.

3.2 For purposes of the provisions of this Agreement, the expressions “Share” and “Shares”

mean all the shares issued by the Company held or which come to be held by the

Shareholders (being, in the case of FIP, those that come to be restricted by it to this

Agreement, as contemplated), at any time, which are restricted to this Agreement and

subject to it, including, moreover, (i) any shares issued by the Company resulting from

bonuses to the Shares and/or split or grouping of the Shares, (ii) any shares issued by the

Company resulting from the exercise of the preemptive right (to the purchase and/or

subscription) and/or of priority (in the case of issues in which the preemptive right is

excluded, in the terms of Article 172 of Law No. 6.404/76, and, in its stead, is assure

priority of subscription), to which the Shares are entitled and which come to be acquired on

any account by the Shareholders, (iii) any shares issued by the Company resulting from

conversion or swap of any instruments or securities, conversion of debentures and/or the

exercise of subscription bonus, (iv) any subscription bonus or other financial instruments or

securities convertible into shares issued by the Company held, or which come to be held, by

the Shareholders, (v) any preemptive rights in the subscription of shares or of financial

instruments convertible into shares issued by the Company held, or which come to be held

by the Shareholders, as well as (vi) any shares, quotas and/or any other forms of corporate

participation issued by other companies which come to substituted the shares issued by the

Company as a result of split, merger, incorporation, contribution into capital increase or any

other form of corporate reorganization which involves the Company and the shares issued

by it. For clarification purposes, (i) the shares issued by the Company held by Bradseg, by

the Core Partners and/or their successors as a result of an Event of Delivery are restricted to

this Agreement, for all of its effects, while they are not disposed of in the stock exchange

(in which case (a) such disposal shall occur freely and without compliance with the

provisions contemplated in the Integritas Agreement and in this Agreement and (b) such

shares shall be released from this Agreement and, consequently, from the definition of

Shares); it being established that the Shares received by Bradseg, by the Core Partners or

their successors as a result of Events of Delivery, shall be subject, in the event of disposal

to third parties made in a way other than by means of sale in the stock exchange, to the

Successive Preemptive Right; and (ii) FIP may restrict to this Agreement the shares issued

by the Company which it acquires in the Stock Exchange or by means of the exercise of the

Successive Preemptive Right for purposes of restoration of the participation contemplated

in Clauses 4.4.1, 4.4.2 and 5.3.2 and other applicable clauses.

3.2.1 Notwithstanding the provisions of item 3.2 above, there are excepted from the

definition of Shares, and, therefore, there are not subject to the provisions contemplated

herein, the shares issued by the Company (i) restricted to the stock option plan of the

Company approved at the special shareholders‟ meeting of the Company dated November

12, 2009 (“Option Plan”); (ii) acquired by the Shareholders and by the Consenting

Intervening Parties in the stock exchange and not restricted or nor encumbered by the

Integritas Agreement; (iii) defined as Additional Shares pursuant to the terms of this

Agreement; (iv) held directly by the Moll Family, provided that they are not Shares

originally held by the FIP and restricted to this Agreement. Additionally, the Shares

acquired by the FIP, its successors and/or assignees by means of the exercise of the

preemptive right contemplated in Clause 7 shall cease to integrate the definition of Shares,

and, therefore, are not subject to the provisions contemplated in this Agreement.

3.2.2. For purposes of the rights contemplated in Clauses 7 and 8 and item 17.7

below, this Agreement also restricts all the shares issued by Integritas held by Core and

Bradseg (“Integritas Shares”), and the total quotas representative of the capital stock of

Core held by the Core Partners (only to the extent in which such quotas are restricted to the

Integritas Agreement) (“Core Quotas”). There apply to the definitions of Integritas Shares

and Core Quotas the provisions of item 3.2 (i) to (vi), mutatis mutandis.

3.3 The rights resulting from the title to the Shares shall be integrated according to the

terms and conditions of this Agreement, of the Integritas Agreement, of the Core

Agreement and of the Core Articles of Incorporation. The Parties (except for FIP)

recognize that the provisions of this Agreement, of the Integritas Agreement, of the Core

Agreement and of the Core Articles of Incorporation (i) constitute valid and binding rights

and obligations among their respective parties, and (ii) are harmonic and may not be

impaired by the interpretation of any of these instruments, jointly or in isolation.

3.4 The Shareholders and the Consenting Intervening Parties declare that they are they

are the holders and legitimate owners of all the Shares, the Integritas Shares and the Core

Quotas, as applicable, and that the latter are free and clear from any Encumbrance, except

as provided in this Agreement, in the Integritas Agreement, in the Core Agreement and in

the letter sent to Bradseg to the attention of Messrs. Samuel Monteiro dos Santos Júnior

and Ivan Gontijo Junior, dated September 29, 2010.

4. ADMINISTRATION OF THE COMPANY AND AUDIT COMMITTEE

4.1 The Company shall be administered by a board of directors and by a management

with the attributions contemplated in the law and in the Bylaws, after compliance with all

the provisions of this Agreement in this respect. The board of directors shall elect the

management of the Company.

4.2 The Board of Directors of the Company shall be comprised by 10 (ten) permanent

members, natural persons, residing or not in Brazil, elected and removable at any time by

the general meeting, all shareholders of the Company, and by up to 7 (seven) deputies,

natural persons, residing or not in Brazil, elected and removable at any time by the general

meeting, with mandate of 2 (two) years, reelection permitted.

4.3 The Shareholders undertake to exercise their voting right at the general meetings of

the Company so that it is assured the right of FIP appoint and elect 1 (one) permanent

member, his respective deputy and 1 (one) Independent Director to the board of directors of

the Company, in compliance with the provisions of item 4.3.1 below.

4.3.1 To appoint the Independent Director, (i) the Shareholders shall comply with

all the criteria applicable to the independent directors, according to the Regulation of

Listing of Novo Mercado, and (ii) the FIP shall submit to the board of directors of the

Company a triple list of potential candidates, so that Integritas may appoint one of the three

candidates appointed by the FIP.

4.4 The FIP shall cease being able to appoint to the board of directors of the Company

(i) the triple list mentioned in item 4.3.1 if it starts to hold participation in the voting capital

of the Company of less than 7% (seven percent), and (ii) 1 (one) permanent member and

his respective deputy if he starts to hold participation in the voting capital of the Company

of less than 5% (five percent).

4.4.1 If the participation of FIP is reduced to a percentage of the voting capital of the

Company smaller than 5% (five percent) and greater than or equal to 3% (three percent),

the FIP may, at any time, during the effectiveness of this Agreement, restore its

participation in the voting capital of the Company and restrict it to this Agreement, so as to

reacquire all the political rights contemplated therein.

4.4.1.1 For purposes of the provisions of item 4.4.1 above, in the restoration of the rights of

FIP there shall be observed the same percentages contemplated in this Agreement so that (i)

the veto rights contemplated in item 5.3 below and the right to appoint 1 (one) member of

the board of directors and his respective deputy are reacquired when the FIP starts to hold

participation in the voting capital of the Company equal to or greater than 5% (five

percent), and (ii) the right to appoint the triple list contemplated in item 4.3.1 above shall be

reacquired when the FIP starts to hold participation in the voting capital of the Company

equal to or greater than 7% (seven percent).

4.4.2. If the participation of FIP is reduced to a percentage of the voting capital of the

Company smaller than 3% (three percent) as a result of involuntary dilution in the voting

capital of the Company, the FIP shall have a period of 24 (twenty-four) months as of the

event which has caused said dilution, to restore its participation in the voting capital of the

Company and restrict it to this Agreement, so as to reacquire its political rights

contemplated in this Agreement according to item 4.4.1.1. FIP shall not be entitled to

restrict Shares to this Agreement and to reacquire its rights after said period of 24 (twenty-

four) months.

4.4.3. If the participation of FIP is reduced to a percentage smaller than 3% (three percent)

of the voting capital of the Company as a result of a Disposal of Shares performed by FIP,

the latter shall not be entitled to the restoration as contemplated in Clause 4.4.2 above.

4.5 The FIP shall be entitled to request, at any time, the removal of any member of the

board of directors of the Company, who has been appointed by him, the Shareholders

undertaking, in the smallest period of time possible, to adopt the steps necessary aiming at

removal of such director.

4.6 In the event of removal, waiver, substitution, or any other event, which results in the

vacancy from office of any of the members of the board of directors of the Company

appointed by FIP, FIP shall be entitled to appoint the respective deputy (or a new deputy, if

FIP chooses to confirm the deputy originally appointed to the vacant office). In this case,

the Shareholders undertake to call, in the shortest period possible, the shareholders‟

meeting of the Company to resolve on the election of members of the board of directors,

the Shareholders undertaking, moreover, to vote so as to effectuate the election of the

deputy member appointed by FIP.

4.7 FIP shall be entitled to request the convening of the audit committee of the

Company, permanently, as well as alteration of the Bylaws so that the audit committee of

the Company is permanent. The audit committee shall be formed by, at least, 3 (three)

members, of which FIP shall have, and the other Shareholders shall do what is in their

power to have, the right to appoint 1 (one) member, and Integritas, in compliance with the

applicable legislation, the majority of the members, the Shareholders undertaking, in the

shortest possible period of time, to take the necessary steps aimed at convening of the audit

committee, as soon as requested by FIP.

4.8 Without prejudice to the right to appoint 1 (one) member to the audit committee,

according to item 4.7 above, FIP is assured, during the effectiveness of this Agreement, the

right to, at any time, have access to the documents and information of the Company and its

Subsidiaries, to the same extent of access permitted to Integritas.

4.8.1 During the effectiveness of this Agreement, FIP may, to the same extent

permitted to Integritas, provided that requested reasonably in advance and that it does not

disturb the normal course of business of the Company: (i) visit and inspect the

establishments of the Company and of its Affiliates; (ii) examine and take a copy of the

books, documents and records of the Company and its Affiliates, as well as the books and

records of the independent auditors of the Company and of its Affiliates (including the

work papers of said auditors) pertaining to their business; (iii) discuss the matters of the

Company and of their Affiliates with its officers and independent auditors, being able to

request to them information and clarifications necessary; and (iv) obtain or verify the

information with respect to the Company and their Affiliates necessary to the exercise of

their rights contemplated herein.

5. MEETING PRIOR TO THE EXERCISE OF THE VOTE

5.1 With the exception of the resolutions in connection with the election of members of

the board of directors and the audit committee, with respect to which there shall apply the

provisions in Clause 4 above, and whenever one or more matters among those listed in

items 5.3 and 10.2 of this Agreement is in the agenda, each of the Shareholders shall

exercise their voting right in connection with the Shares at the general meetings of the

Company, as well as shall cause their representatives in the Board of Directors of the

Company and of each of the Subsidiaries to exercise their voting rights in the respective

corporate bodies, always jointly and according to the provisions of Clause 5.

5.2 The Shareholders shall perform, prior to any general meeting or meeting of the

board of directors of the Company and/or of any of the Subsidiaries, which has in its

agenda any of the matters contemplated in items 5.3 and 10.2 below, a meeting (hereinafter

simply referred to as “Prior Meeting”). With respect to the matters listed in item 5.3 below,

the Prior Meeting shall have as its objective to debate and establish the position to be

uniformly sustained by the Shareholders at the general meetings and/or meetings of the

board which such Prior Meetings precede.

5.2.1 The Prior Meeting shall be held at the headquarters of the Company 48

(forty-eight) hours before the time of the general meeting or of the meeting of the board of

directors to which it refers, the Company having the obligation to offer the structure

necessary to its accomplishment.

5.2.2 Notwithstanding the general rule contemplated in item 5.2.1 above, the Prior

Meeting may be held by teleconference or videoconference, and/or in another location or

hour agreed by all of the Shareholders. The Shareholders who participate remotely at the

Prior Meeting shall confirm their vote, on the same date, by written correspondence to be

sent by fax or by e-mail to be addressed to the president of the Board of Directors of the

Company and to the other Shareholders.

5.2.3 For clarification purposes, the Prior Meeting shall be considered as called

automatically at the time of call of the general meeting or meeting of the board of directors

which has in its agenda the matters contemplated in items 5.3 and 10.2 below, no special

call to the Prior Meeting being necessary.

5.3 The matters discriminated below shall be necessarily submitted to the approval of

the general meeting and/or of the meetings of the board of directors of the Company and/or

of the Subsidiaries, according to the case, and shall only be approved at the Prior Meeting

against the affirmative vote of Integritas and of FIP, the provisions in this Clause 5

complied with:

a) Alterations of the Bylaws or Articles of Incorporation, according to the case, of the

Company with respect to the following matters: (i) transformation of the corporate

type; (ii) duration; (iii) reduction of capital, except if for restitution of money to the

Shareholders; (iv) creation of other kinds or classes of shares; (v) fiscal year; (vi)

reduction in the scope of competence of the Board of Directors; and (vii) arbitration

commitment clause.

b) approval (i) of the exit of the Company from Novo Mercado so that its actions have

a record for negotiation outside Novo Mercado, (ii) of corporate reorganization

involving the Company from which the resulting company is not admitted in Novo

Mercado, or (iii) of cancellation of the registration of publicly held company of

Company;

c) the dissolution, liquidation or authorization for declaration of bankruptcy of the

Company or of its Subsidiaries, beginning of judicial, extra-judicial recovery and like

measures;

d) any change in the policy of dividends of the Company which raises the distribution

of earnings to a level above 50% (fifty percent) of the consolidated net profits of the

Company; and

e) any corporate reorganization involving the Company and/or its direct or indirect

Controllers (except for Bradseg and/or its Affiliates (in this case, Integritas and

Fleury)), including merger, incorporation (including of shares), merger and/or public

offerings (including swap) launched or accepted by the Company (and/or its

Controllers, except for Bradseg and/or its Affiliates (in this case, Integritas and

Fleury)), provided that one or more partners (who are not Affiliate(s) of the

Controller) of the company which participates in such corporate reorganization comes

to execute a new shareholders‟ agreement (or successor or a new Controller in the

event of incorporation of shares) with a direct or indirect Controller of the Company

(or its successor or new Controller in the case of incorporation of shares) or addendum

to shareholders‟ agreements involving the Company‟s shares in force at the time of

the reorganization, even if such addendum or agreement is not executed at the time or

the corporate reorganization in question but it is in the 6 (six) subsequent months.

5.3.1 The Parties and the Consenting Intervening Parties recognize that the

provisions of item 5.3(e) above applies to and reaches the Integritas Agreement and the

Core Agreement, as well as any addendum or agreement which comes to reform or

substitute them, totally or partially.

5.3.1.1 In the case of any corporate reorganization contemplated in item 5.3

(e) above, the administrators of the Company, of Integritas and/or of Core shall only be

authorized to make any registration of shareholders‟ agreements in the corresponding

corporate books in the event of such fact having been previously approved at a Prior

Meeting.

5.3.2 The FIP shall lose its veto rights established in item 5.3 above on the date

when it starts to hold less than 5% (five percent) of the voting capital of the Company,

without prejudice to holding a Prior Meeting for the purposes of resolution of the matters

listed in item 10.2. The right of veto shall be in force again if FIP restores its participation

in the voting capital of the Company, in the terms of items 4.4.1 and 4.4.2 above, according

to the case.

5.3.3 It shall not be considered as a deadlock among the Shareholders the failure

to approve any matter contemplated in item 5.3 above, the Shareholders and/or their

representatives shall, according to item 5.4.1. below, vote in block for the withdrawal from

the agenda or, if it is not possible, for non approval of said matter at the respective general

meeting and/or board of directors, as applicable, it being maintained, in this case, the status

quo ante of the Company and/or of its Subsidiaries.

5.4 From each Prior Meeting there shall be executed minutes to be signed by those

present, substantiating the summary of the resolutions taken and setting the prevailing

orientation, which shall be observed by the Shareholders, including those absente, and a

copy of such minutes shall be sent to the chairman of the general meeting and/or the

meeting of the board of directors to which the respective Prior Meeting refers.

5.4.1 While the Prior Meeting is not held, the Shareholders hereby undertake not

to approve such matter at a general meeting and/or cause their representatives in the Board

of Directors of the Company not to approve such matter at a meeting of the board,

exercising their respective voting rights so as to suspend or not approve the resolution until

the same is deliberated at a Prior Meeting.

5.4.2 Each of the Shareholders undertakes to exercise his voting right at the

general meetings of the Company, as well as to cause its representatives at the board of

directors of the Company and the representatives of the Company in any general meeting or

meeting of the board of directors of its Subsidiaries to exercise their respective voting rights

in such corporate bodies, always according to the prevailing orientation on the respective

matter, resolved at the Prior Meeting, and, in this case, in a single block.

5.4.3 Notwithstanding the provisions in item 5.3, the Shareholder who has

occasionally failed to attend any Prior Meeting duly held according to this Clause 5 shall

remain obliged to exercise his voting right at the general meetings of the Company, as well

as to cause its representatives in the board of directors of the Company to exercise their

respective voting rights in such corporate bodies, always according to the prevailing

orientation on the respective matter as determined at the corresponding Prior Meeting.

5.4.4 If the representative of any of the Shareholders fails, at the meetings of the

board of directors of the Company and/or at general meetings or meetings of the board of

directors of any of the Subsidiaries, to manifest his vote in connection with the Shares

according to the orientation prevailing on the respective matter approved at the Prior

Meeting, the Shareholder who has appointed the respective representative will be obliged to

promote, if he receives a communication from another Shareholder expressing a request to

this effect, the substitution of the dissident representative, as often as necessary.

5.4.5 In the event of any Shareholder and/or his representative in the board of

directors not attending, abstaining or voting at a general meeting or meeting of the board of

directors of the Company contrarily to the provisions of any of the items of this Clause 5,

the other Shareholders or representatives of the other Shareholders at the board of directors

of the Company may vote with the votes of this Shareholder or his representative according

to a resolution taken at a Prior Meeting, the provisions in this item 5.4.5 being valid an

irrevocable and irreversible power of attorney for all effects and purposes contemplated

herein. Notwithstanding the provisions in this item, any vote contrary to the resolutions

taken at the Prior Meeting shall be considered null, invalid and ineffective, it being

incumbent upon the chairman of meeting or of the meeting of the board of directors of the

Company to declare the nullity, invalidity and ineffectiveness of the respective vote.

6. BUSINESS WITH RELATED PARTIES

6.1 The Company may conduct business with its Related Parties, it being established

that such business shall always be made in commutative and market conditions, under

permanent control and within the financial possibilities of the Company. The operations of

the Company with its Related Parties shall have guarantees and representations of the

management of the Company with respect to the appropriateness of the same to the

market's parameters.

6.2 FIP shall be entitled to receive information on all the business with the Company‟s

Related Parties, including receipt of the respective contracts, letters or commitments

executed by the Company with its Related Parties and respective spreadsheets, reports and

controls. FIP shall have, moreover, the right to include in the agenda of the meetings of the

board of directors of the Company, an item related to the approval of specific business with

Related Parties of the Company.

7. RESTRICTIONS TO THE TRANSFER OF SHARES

7.1 Except in the events of the permitted transfers contemplated in items 7.7 and 9.2

below, of the exercise of the Tag Along contemplated in Clause 8 below, of the Put Option

contemplated in Clause 10 below and of the transfers in public offerings of shares of the

Company, the FIP shall be prevented from transferring to third parties (i) any of its Shares

during the period of 12 (twelve) months counted from execution of this Agreement, (ii)

Shares representative of 75% (seventy-five percent) of all the Shares which it holds on the

effective date of this Agreement during the period comprised between the 12th

(twelfth) and

the 24th

(twenty-fourth) month counting from execution of this Agreement, (iii) Shares

representative of 50% (fifty percent) of all of the Shares which it holds on the effective date

of this Agreement during the period comprised between the 24th

(twenty-fourth) and the

36th

(thirty-sixth) months counting from execution of this Agreement (“Restriction

Periods”), it being established that (i) the Restriction Periods shall not apply in the event of

the FIP start to hold participation in the voting capital of the Company smaller than 5%

(five percent); and (ii) the FIP shall be subject to the provisions of Clause 9 of this

Agreement after the 36th

(thirty-sixth) month counted from execution of this Agreement.

7.2 With the exception of the permitted transfers contemplated in item 7.7 below,

Integritas, Bradseg, Core, Core Partners, their successors and/or assignees undertake not to

sale, assign, transfer, grant participation on, confer on the capital of another company,

promise any one of the acts already mentioned, or, in any other way or on any account,

dispose of or promise to dispose of, or in any way, dispose of or promise to dispose of to

third parties (“Dispose Of”, being their acts or effect required as “Disposal”), whether

directly or indirectly, partially or totally, their Shares, without previously assuring the

Successive Preemptive Right, including, of the Shares held by Bradseg, by the Core

Partners and/or their successors or assignees as a result of an Event of Delivery. For

clarification purposes, in the event of the Disposal de Shares resulting from previous

encumbrance, bailment, pledge, usufruct, common trust or any other Encumbrance,

Successive Preemptive Right, the Tag Along and the Right of First Offer shall be

applicable in the terms of this Agreement.

7.2.1. For clarification purposes, FIP agrees that there are excepted from the Successive

Preemptive Right, the Shares held by Bradseg, Core Partners, their successors and/or

assignees (i) received as a result of an Event of Delivery which are sold in the stock

exchange, in which case such Shares shall be released from this Agreement and the

respective disposals shall occur freely and without compliance with the provisions

contemplated in the Integritas Agreement and in this Agreement, or (ii) which are not

restricted or encumbered in the form currently contemplated in the Integritas Agreement.

7.2.2 FIP shall have a Successive Preemptive Right (i) Bradseg in the case of Disposal of

the Shares held by Integritas, Core or Core Partners, their successors or assignees and (ii)

Core and/or Integritas in the case of Disposal of the Shares held by Bradseg, as such

preemptive rights are contemplated in the Integritas Agreement.

7.2.3 The same rules in connection with the exercise of Successive Preemptive Right to

the assignment or transfer, as a whole or in part, on any account, of rights, financial

instruments or securities which confer on their holder a subscription right of, or of

conversion into, shares issued by the Company.

7.3 To guarantee the preemptive right established in item 7.2 above, the Shareholders

undertook to observe the following:

7.3.1With the exception of the permitted transfers, contemplated in items 7.7 below, in the

assumption of wishing to Dispose Of part or all of their Shares, Integritas, Bradseg, Core

Partners, their successors and/or assignees (“Offering Shareholder”) shall notify, by written

correspondence, FIP (“Shareholder Recipient of the Offer”) and send the following

information and documents (“Notification of Offer”): (i) the number of Shares held by

them which they intend to Dispose Of (“Shares Offered”); (ii) the procedure for the

exercise of the preemptive right of Bradseg, Core and/or Integritas contemplated in the

Integritas Agreement; (iii) the respective price, expressed in domestic currency and

eventual additional conditions; (iv) the name of the bidder, identifying its direct and

indirect controllers, up to the level of natural person, if this identification is possible; (v) a

copy of the proposal, memorandum, contract or any other document containing the

proposal presented by the bidder; (vi) declaration addressed to the Shareholder Recipient of

the Offer, signed by the bidder, that the same (a) undertakes to acquire the Shares Offered

in the conditions indicated in the Notification of Offer, if, Core, Integritas and/or Bradseg,

as applicable, do not exercise their preemptive rights contemplated in the Integritas

Agreement and, subsequently, the Shareholder Recipient of the Offer does not exercise his

Successive Preemptive Rights, (b) in the event of a Disposal of Shares representing the

transfer of Control of the Company to third parties, undertakes not just to acquire the

Shares Offered in the conditions indicated in the Notification of Offer, but also all of the

Shares issued by the Company owned by FIP, if the latter decides to exercise the right

contemplated in Clause 8 of this Agreement, and (c) is aware of the existence of this

Agreement, and undertakes to adhere to it, in compliance with item 7.9 below. The

Notification of Offer contemplated herein shall be sent to the Shareholder Recipient of the

Offer on the same date of the remittance of the corresponding notification contemplated in

the Integritas Agreement, for the exercise of the preemptive rights contemplated therein.

7.3.2 The Shareholder Recipient of the Offer shall have successive preference to acquire

all (and may not acquire less than all) the Shares Offered, for the same price and other

conditions offered to the Shareholder Offeror by the bidder.

7.3.3 Within 30 (thirty) days counted from the date of receipt of the notification sent by

Integritas informing the non exercise by Bradseg, Core or Integritas, according to the case,

of their respective preemptive rights contemplated in the Integritas Agreement (“Term of

Preference” and “Response”), the Shareholder Recipient of the Offer shall manifest by

written correspondence, informing if it wishes: (i) to exercise his Successive Preemptive

Right – in which case he shall do so in relation to the total lot of the Shares Offered - or,

alternatively, when applicable, (ii) exercise the Tag Along (as defined in Clause 8.1).

Failure to manifest by the Shareholder Recipient of the Offer shall be understood as waiver

of the Successive Preemptive Right to the acquisition of the Shares Offered and the Tag

Along. For clarification purposes, Integritas shall notify FIP, for mere information, in the

event of exercise of the respective preemptive right contemplated in the Integritas

Agreement, in which case FIP shall not have the right to acquire such Shares Offered.

7.3.4 The procedures and deadlines contemplated in this item 7.3 observed, if the

Shareholder Recipient of the Offer exercises his preemptive right, such Shareholder and the

Shareholder Offeror shall contract irrevocably the operation of purchase and sale within 60

(sixty) days counting from receipt of the Response.

7.3.5 In compliance with the procedures and deadlines contemplated in this item 7.3 and

the right contemplated in Clause 8 below respected, if the Shareholder Recipient of the

Offer does not exercise his preemptive right or, alternatively, when applicable, the Tag

Along, the Shareholder Offeror shall be entitled to Dispose Of the Shares Offered to the

bidder, provided that (i) such Disposal is contracted irrevocably within 60 (sixty) days

counted from receipt of the Response (or, in the absence of a Response, of the last day for

such); and (ii) the Disposal shall be made in the conditions specified in the Notification of

Offer. After the period of 60 (sixty) days contemplated in section of this item 7.3.5 has

elapsed, without the purchase and sale of all of the Shares Offered having been contracted

irrevocably, it shall be incumbent upon the Shareholder Offeror to resume the offer

procedure contemplated in this item 7.3 if it still wishes to Dispose Of its Shares.

7.4 Without prejudice to the provisions of this Clause 7 and of Clause 8 below, if the

Shareholder Offeror comes effectively to Dispose Of, as a whole or in part, is Shares to

third parties, as a consequence of the non exercise of the Successive Preemptive Right

which is assured to FIP, such Shares shall remain restricted to this Agreement.

7.5 In addition to the preemptive right contemplated in item 7.2 above, FIP shall have the

Successive Preemptive Right in the (i) Disposal of the Core Quotas held by the Core

Partners (when dealing with Disposal of Control of Core), and (ii) Disposal of the Integritas

Shares held by Bradseg or by Core (any Disposal contemplated in this item and in item 7.6

below, being an “Indirect Disposal”).

7.5.1 Thus, in the terms of item 7.5 above and with the exception of the permitted

transfers in item 7.7 below, Bradseg, Core and/or the Core Partners hereby undertake not to

Dispose Of, directly or indirectly, partially or fully, their Integritas Shares or Core Quotas

Core to third parties, without previously assuring the Successive Preemptive Right to FIP,

according to this Clause.

7.5.2 The same rules contemplated in this item 7.5 apply to the assignment or transfer to

third parties, as a whole or in part, on any account, of rights, financial instruments or

securities (as applicable) which confer on their holder a subscription right or of conversion

into shares issued by Integritas or quotas representative of the capital stock of Core

(provided that the transfer represents the Control of Core).

7.6 In the event of wishing to Dispose Of part or all of the Integritas Shares and/or of

the Core Quotas to third parties (in this last case only when dealing with Disposal of the

Control of Core), Bradseg, Core and/or the Core Partners, according to the case, they shall

notify, by written correspondence, FIP, on the same date on which Bradseg, Core and/or the

Core Partners, according to the case, shall notify Core, Bradseg, Integritas and/or other

Core Partners, as contemplated in the Integritas Agreement, in the Core Articles of

Incorporation and/or in the Core Agreement (“Notification of Indirect Offer”), and send the

following information and documents: (i) the number of Integritas Shares and/or Core

Quotas held by it which it intends to Dispose Of (“Indirect Shares Offered”); (ii) the

procedure for the exercise of the preemptive right of Bradseg, of Core, or of Integritas

contemplated in the Integritas Agreement; (iii) the respective price, expressed in domestic

currency and eventual additional conditions; (iv) the name of the bidder, identifying its

direct and indirect controllers, up to the level of natural person, if such identification is

possible; (v) a copy of the proposal, memorandum, contract or any other documents

containing the proposal presented by the bidder; (vi) declaration addressed to FIP, signed

by the bidder, that the same (a) undertakes to acquire the Indirect Shares Offered in the

conditions indicated in the Notification of Indirect Offer, if (x) Bradseg, Core, Integritas

and/or Core Partners, according to the case, do not exercise their preemptive rights

contemplated in the Integritas Agreement and, subsequently, (y) FIP does not exercise its

Successive Preemptive Right and (b) in the event of a Disposal of Integritas Shares and/or

Core Quotas representing the transfer of Control of Integritas, of Core and/or of the

Company, according to the case, undertakes to acquire not only the Indirect Shares Offered

in the conditions indicated in the Notification of Indirect Offer, as well as up to the total

Shares issued by the Company owned by FIP restricted to this Agreement, if it decides to

exercise the right contemplated in Clause 8 of this Agreement.

7.6.1 FIP shall have the Successive Preemptive Right on the Indirect Shares Offered,

which right shall be exercised by delivery by Bradseg, Core or the Core Partners of the

number of Shares issued by the Company, which represents the indirect participation

Disposed of by Bradseg, Core or the Core Partners, according to the case, for the same

price per Share and other conditions offered to Core, to Bradseg, to the Core Partners

and/or Integritas by the bidder, in compliance with the provisions in item 7.6.2 below.

7.6.2 If FIP wishes to exercise its Successive Preemptive Right as a result of an Indirect

Disposal, the latter shall notify Bradseg, Integritas, Core and/or the Core Partners,

according to the case, by written correspondence, expressing its intention within 30 (thirty)

days counted from the date of receipt of the notification sent by Integritas informing the

non exercise by Bradseg, Core and/or Integritas of their respective preemptive rights,

contemplated in the Integritas Agreement (“Term of Successive Exercise” and

“Notification of Successive Exercise”), whereas the failure of manifestation by FIP within

the period contemplated in this item shall be understood as waiver of the Successive

Preemptive Right as a result of the Indirect Disposal. For clarification purposes, Integritas

shall notify FIP, for mere information, in the event of the exercise of the respective

preemptive right contemplated in the Integritas Agreement, in which case FIP shall not

have the right to acquire such Shares Offered.

7.6.3 The procedures and deadlines contemplated in this item 7.6 having been observed,

if FIP exercises its Successive Preemptive Right, FIP, Bradseg, Core and/or the Core

Partners, according to the case, shall contract irrevocably the purchase and sale operation

within the maximum period of 60 (sixty) days counting from receipt of the Shares by

Bradseg or Core, according to the case. Bradseg, Core, the Core Partners and Fleury

undertake to take all the steps necessary so that the Shares equivalent to the Indirect Shares

Offered are delivered to the Shareholder Offeror in the shortest possible period of time.

7.6.4 In compliance with the procedures and deadlines contemplated in this item 7.6 and

the right contemplated in Clause 8 below respected, if FIP does not exercise its Successive

Preemptive Right, Bradseg, Core and/or the Core Partners, according to the case, shall have

the right to Dispose Of the Indirect Shares Offered to the third bidder, provided that (i) such

Disposal is contracted irrevocably within the maximum period of 60 (sixty) days counted

from expiry of the deadline of 30 (thirty) days contemplated in item 7.6.2 (regardless of the

period contemplated in the Integritas Agreement); and (ii) the Disposal is made in the

conditions specified in the Notification of Indirect Offer. After the term contemplated

section (i) of this item has elapsed, without the Disposal of all of the Indirect Shares

Offered having been irrevocably contracted, it shall be incumbent upon Bradseg, Core

and/or the Core Partners, according to the case, to resume the procedure of offer

contemplated in this item 7.6 if it still wishes to Dispose Of its Integritas Shares and/or its

Core Quotas, as applicable.

7.7 There shall not be subject to the restrictions established in this 7 and in Clause 8 the

Disposals of Shares, Integritas Shares and/or Core Quotas effected, according to the case,

(i) by any Shareholder or by Bradseg to its Affiliate, and provided that the latter remains as

such during the entire effectiveness of this Agreement, in compliance with the provisions of

item 7.8 below; (ii) in fiduciary manner, by a Shareholder or by Bradseg of 1 (one) Share

per member of the board of directors of the Company or of Integritas, which shall be

returned to the respective shareholders upon termination of the mandate of such member, if

the same is not reelected; or (iii) among the Core Partners, Core, Bradseg and/or Integritas.

For clarification purposes, any corporate reorganization involving, directly or indirectly,

Bradseg and/or its Affiliates, including merger, split, incorporation, including of shares

and/or public offerings shall not be subject to the restrictions established in this Agreement,

provided that its essential objective is not to Dispose Of the Shares or the Integritas Shares

held by Bradseg to third parties other than Affiliates of Bradseg.

7.8 In the case of Disposal to be an Affiliate, the respective Shareholder or Bradseg

shall, prior to the Disposal of the Shares,: (i) ensure that said Affiliate sign a term of

adhesion to this Agreement, binding itself to all of its terms and conditions contained

herein; e (ii) undertake, jointly with the Affiliate assignee punctual compliance with all of

the obligations established herein.

7.9 The effective Disposal of the Shares to the interested third party, including the

Indirect Disposal, is subject to prior and express adhesion by the latter to the terms and

conditions contemplated in this Agreement, through the execution of an appropriate term of

adhesion, it being established that the joining third party shall substitute the Shareholder

Offeror for all purposes of this Agreement, in compliance with item 17.8 below.

7.10 Any Disposal of Shares, Integritas Shares or Core Quotas without observance of the

provisions of this Agreement, shall be considered null and ineffective, registration in books

of any Disposal which has been made without observance of this Agreement being

prohibited, the respective administrators and the institution depositary of the Shares being

prohibited from effecting the entries in the corresponding corporate books. For purposes of

the Indirect Disposal, Integritas, Bradseg, Bradesco, Core and the Core Partners also

recognize expressly that any Disposal that is made without observance of this Agreement is

null and ineffective.

7.11 At any time, the assignment is permitted, as a whole or in part, of the preemptive

right contemplated in this Clause 7 by FIP to any of its Affiliates.

8. TAG ALONG

8.1 In the event of the (i) Disposal de Shares or (ii) Indirect Disposal representing the

transfer of direct or indirect Control of the Company, of Integritas and/or of Core, FIP shall

be entitled (but not obliged) to require that the alienor include in the Disposal of Shares to

be made with the interested third party to the total of all of its Shares, for the same price per

share and in the same terms and conditions of the Notification of Offer or of the

Notification of Indirect Offer, according to the case (“Tag Along”). For such, FIP shall

send to the Shareholder Offeror a notification in writing manifesting its intention to

exercise the Tag Along right in the Term of Preference or in the Term of Successive

Exercise, according to the case (“Notification of Tag Along”).

8.1.1 The provisions in this Clause 8 shall not apply in the case of (i) Core

Disposing Of the Control of Integritas to Bradseg; (ii) transfer of direct or indirect Control

of Bradseg to the Affiliates of Bradseg, and (iii) transfer of direct or indirect Control of

Bradseg or Affiliates to third parties other than the Affiliates of Bradseg provided that, in

the case of item (iii), it does not have as its essential objective to Dispose Of the s Shares or

the Integritas Shares or Core Quotas held or which come to be held by Bradseg and/or its

Affiliates to third parties other than Affiliates of Bradseg.

8.1.2 For greater clarity, the provisions of this Clause 8 shall also apply if Bradseg

transfers to third parties, other than its Affiliates, the direct or indirect Control of the

Company, of Integritas or of Core, if Bradseg become the Controller of such companies.

8.2 Without prejudice to the preemptive right contemplated in Clause 7, if FIP fails to

send the Notification of Tag Along within the Term of Preference or the Term of

Successive Exercise, according to the case, or has declined in connection with the exercise

of the Tag Along, the Shareholder Offeror shall be entitled to effect the Disposal to the

interested third party, in the same terms and conditions previously informed in the

Notification of Offer or in the Notification of Indirect Offer, according to the case, and

provided that the procedures contemplated in item 7.3 above are respected.

8.3 If the Tag Along is exercised by FIP, the Shareholder Offeror shall inform, by

written correspondence, within 5 (five) business days from expiry of the Term of

Preference or of the Term of Successive Exercise, according to the case, to the interested

third party indicated in the Notification of Offer or in the Notification of Indirect Offer, that

the Disposal shall include the Shares held by FIP. In this case, the Disposal may not be

effected without the Shares held by FIP being included in the Disposal, under penalty of

invalidity and ineffectiveness of the operation, the provisions of item 7.10 above applying.

8.4 Except under the assumptions contemplated in item 8.1.1., the provisions in this

Clause 8 do not restrict or in any way affect or impair any tag along right which FIP has or

comes to have as a result of the legal or regulatory provision, including those instituted by

CVM, BM&FBOVESPA and those resulting from the provisions of Article 254-A of Law

No. 6.404/76. The exception contemplated here with respect to item 8.1.1 neither applies

nor shall apply to the other quotaholders of FIP other than the Moll Family. If such

quotaholders wish to exercise their tag along right and dispose of the indirect participation

which they hold in the Company, such quotaholders shall provide the substitution of their

quotas of FIP by shares issued by the Company.

9. RIGHT OF FIRST OFFER IN THE SALE OF SHARES

9.1 In compliance with the provisions of item 7.1 above, if FIP wishes to Dispose Of to

third parties part of all of their Shares (other than by disposal in the stock exchange, in

compliance with the provisions of item 9.1.1. below), FIP (“FIP Offeror”) shall offer its

Shares restricted to this Agreement to Integritas, by sending notice to Integritas

(“Notification of Acceptance”), specifying (i) the total quantity of Shares which it intends

to Dispose Of (“Shares Contemplated in the First Offer”), as well as (ii) the unit and total

price of the Shares Contemplated in the First Offer, as well as all the other additional terms

and/or conditions of the Disposal (“Right of First Offer”).

9.1.1 The provisions of item 7.1 above observed, FIP may always Dispose Of its

Shares in the stock exchange without observing the procedure contemplated in item 9.1

above, provided that, at each period of 30 (thirty) days, it does not Dispose of Shares which

represent more than (i) 1/6 (one sixth) of the Shares which are not subject to the Restriction

Periods or (ii) 2% (two percent) of the voting capital of the Company, whichever is greater.

9.2 There is no Right of First Offer in the Disposal: (i) by FIP to its Affiliate, in

compliance with the provision of item 7.8 above; or (ii) in fiduciary manner, by a

Shareholder, of 1 (one) Share to a member of the board of directors of the Company, which

shall be returned to the respective Shareholder upon expiry of the mandate of such member,

if the latter is not reelected.

9.3 Within 30 (thirty) days, counted from the date of receipt of the Notification of

Acceptance, Integritas shall notify, in writing, the FIP Offeror informing if it accepts to

acquire all, but not less than all, of the Shares Contemplated in the First Offer, in the terms

and conditions established in the Notification of First Offer (“Notification of Acceptance”).

Failure to send by Integritas the Notification of Acceptance shall be interpreted as waiver of

the Right of First Offer.

9.4 If Integritas waives, expressly or tacitly, the exercise of the Right of First Offer, the

FIP Offeror may perform the Disposal of the Shares contemplated in the First Offer to any

third party (“Interested Third Party”), provided that (a) the Disposal to the Interested Third

Party is contracted within a period of 180 (one hundred and eighty) running days counted

from the date of expiry of the final period established in Clause 9.3 above; and (b) the

Disposal is effected in the conditions offered to Integritas in the terms of the Notification of

Acceptance or less favorable to the Interested Third Party. The Interested Third Party who

effectively acquires the Shares Contemplated in the First Offer will assume all the rights

and obligations of the FIP Offeror, according to this Agreement, in the terms of item 7.9

above. Any Disposal not in accordance with the provisions contemplated herein shall be

considered null and ineffective, registration in books of any Disposal, which has been

effected without observance of this Agreement being prohibited, it being prohibited also to

the respective administrators and the institution depositary of the Shares to post the entry in

the corresponding corporate books.

9.5 In the event of the lapse of the period of 180 (one hundred and eighty) days

stipulated in item 9.4 above without the contracting of the Disposal as established in item

9.4 above, if it still intends to Dispose Of the Shares contemplated in the Notification of

Acceptance (which by means of disposal in the stock exchange), the FIP Offeror shall

resume the procedure established in this Clause 9.

9.6 The Moll Family intends to remain as majority quotaholder and Controller of FIP.

Exceptionally, and in the assumption of intended Disposal by the Moll Family of quotas of

FIP which, being materialized, cause the Moll Family to cease being the majority

quotaholder of FIP and, from then on, in all and any Disposals by the Moll Family of

quotas of FIP, the Moll Family shall offer to Integritas the right of first offer on the quotas

contemplated in such Disposal, in the terms of this Clause 9. Except for the provisions in

this Clause 9.6, nothing in this Agreement intends in any way to encumber or restrict the

Disposal of quotas of FIP by any quotaholder.

10. FIP PUT OPTION

10.1 Integritas hereby grants, irrevocably, to FIP, an option for the latter to sell all, and

no less than all, of its Shares on the Closing Date of Put Option (as defined below) to

Integritas (“Put Option”), which shall be exercised, shall comply with the terms and

conditions of this Clause 10.

10.2 The Put Option may only be exercised by FIP if (A) if it is approved at a general

meeting or meeting of the board of directors, as applicable, (i) any operation of the m

merger, incorporation (including of shares) and split involving the Company (except those

operations made by the Company and/or their Subsidiaries in which the Company holds

participation, directly and/or indirectly, of, at least, 99.99% in the voting and total capital);

(ii) alteration of the corporate purpose; or (iii) any operation performed by the Company

and/or by its Subsidiaries which causes that, individually or collectively, the consolidated

Net Debt exceeds the limit of 3 time (three times) the consolidated EBITDA of the

Company calculated in the 12 months prior to the event and (B) the FIP has voted against

such resolution at a Prior Meeting (“Condition of Option”).

10.3 The Put Option may be exercised by FIP, within 60 (sixty) days counted from the

implementation of the Condition of Option, by sending written notification declaring its

intention to exercise the Put Option (“Notification of Put Option”) to Integritas. Upon

receiving the Notification of Put Option, Integritas shall be irrevocably obliged to acquire

from FIP all and no less than all of its Shares (“Shares Subject to Put Option”), for the

acquisition price equal to 120% (one hundred and twenty percent) of the average of the

closing prices of common shares issued by the Company of the last 90 (ninety) running

days which precede the date of Notification of the Put Option, weighted by the daily

volume of negotiation (in number of shares) of the same period (“Price of the Put Option”).

10.4 The closing of the acquisition by Integritas of the Shares Subject to Put Option shall

occur on the first business day subsequent to the period of 30 (thirty) days counted from

expiry of the period of 60 (sixty) days contemplated in item 10.3 above (“Closing Date of

Put Option”).

10.5 In the Closing Date of Put Option, if the FIP has exercised the Put Option, it shall

assign and transfer to Integritas the Shares Subject to Put Option, free from any

Encumbrances, and Integritas shall pay to FIP the Price of the Put Option in cash, in

domestic currency and with immediately available resources.

10.6 The Shareholders agree that if FIP exercises the Put Option, it shall be entitled to

receive all the dividends and other distributions of profits declared restricted to the Shares

Subject to Put Option, with respect to the period ended on the Closing Date of Put Option.

10.7 Integritas undertakes to (i) keep all of the time during the effectiveness of this

Agreement, a shareholding of at least 20% (twenty percent) of the voting and total capital

of the Company; (ii) if necessary, to dispose of its Share in the market to honor the

obligation to acquire the Shares Subject to Put Option contemplated in this Clause 10

within the terms determined herein.

10.8 Without prejudice to the Put Option, Integritas additionally hereby grants irrevocably

to FIP, an option for the latter to sell all of its Shares to Integritas. All the terms and

conditions contemplated in this Clause 10 apply to this put option with the exception (i) of

the Condition of Option, as this put option may be exercised by FIP at any time from the

effective date of this Agreement, and (ii) of the Price of the Put Option, since the exercise

of this option shall correspond to 100% (one hundred percent) of the average of the closing

prices of the common shares issued by the Company of the last 90 (ninety) running days

which precede the date of Notification of the Put Option, weighted by the daily volume of

negotiation (in number of shares) of the same period.

11. EFFECTIVENESS

11.1 This Agreement is executed irrevocably and irreversibly and shall be in force, from

the date of its effectiveness, for the period of 15 (fifteen) years, having been freely

covenanted by the Parties and Consenting Intervening Parties as sufficient to the maturation

of the objectives intended by the same, binding for the Parties and Consenting Intervening

Parties, who sign it for themselves and their successors and assignees on any account, and

the Company.

12. NON COMPETITION

12.1 During the period of 10 (ten) years or while bound to this Agreement, whichever is

shortest (however for a period of never less than 5 (five) years counted from this date), each

one among the Company, Integritas, Core and the Moll Family shall observe the respective

obligations of non competition contemplated below:

(i) the Company, its Affiliates (except Bradseg), Integritas and Core may

not participate, directly or indirectly, for itself or through any Person,

Affiliate or any Related Party, by partnership, association, or in any way,

business which, in any way, compete with those, directly or indirectly ,

developed by the Moll Family or its Affiliates on this date, (except of the

activities of (i) clinical and hospital diagnostic medicine, (ii) preventive

and therapeutic medicine outside the hospital environment), which are

(a) the provision of hospital service in all the modes (such as medical,

surgical, hygiene, dental and the like, remunerated or not, including all

the activities related to the administration of hospitals; and b) the

provision of consulting services, management and administration

services of: (1) clinics and (2) medical-hospital complexes and

(ii) the Moll Family and its respective Affiliates may not participate, directly

or indirectly, for themselves or through any Person, Affiliate or any

Related Party, by partnership, association or in any other way, of

business which, in any way, compete with those, directly or indirectly,

developed by the Company on this date, namely diagnostic medicine

outside the hospital environment, diagnostic medicine of support to

clinical analyses laboratories, diagnostic telemedicine and check-up

services outside the hospital environment, in compliance with the

provisions of items 12.2, and 12.3 below.

12.2 Additionally, during the period of 5 (five) years, counting from this date, the Moll

Family and/or its Subsidiaries may not acquire and/or pursue activities of diagnostic

medicine outside hospitals.

12.3 The Moll Family may, directly or indirectly, pursue any new activity, with the

exception of diagnostic medicine outside the hospital environment, diagnostic medicine of

support to laboratories of clinical analyses, diagnostic telemedicine and check-up services

outside the hospital environment. The Moll Family may, also, provide, directly or

indirectly, services of (i) diagnostic medicine in new hospitals to be built by the Moll

Family or its Affiliates or in hospitals in operation to be acquired by the Moll Family or its

Affiliates and (ii) diagnostic medicine of image in hospitals belonging to or managed by the

Moll Family or its Affiliates (“Other Services”).

12.4 This Clause 12 remains in full force to oblige the Persons subject to it, even if such

Persons are part of any reorganization process.

12.5 If any governmental or antitrust authority decides that the application or the

extension of this Clause 12 fails to bind or produce effects, in any way, to any of the

Persons listed in item 12.1(i) or in item 12.1(ii) above, such limitation of extension or non

binding or production of effects shall be applied to the same extent, to the Persons listed in

item 12.1(i) or in item 12.1(ii), respectively.

12.6 If Bradseg and/or its Affiliates, including Banco Bradesco S.A., becomes a

Controller, direct and/or indirect of the Company, the obligations of non competition

contemplated in this Clause 12 shall remain in force.

12.7 It is hereby established and agreed by the Parties that the exceptions contemplated

in item 12.3 above do not apply to the third party acquirer of Shares who enters in this

Agreement as established herein.

13. RIGHT OF FIRST OFFER OF SERVICES

13.1 If the Moll Family wishes, directly or indirectly, to outsource or in any other way

transfer the provision of the Other Services to a third party who is not an Affiliate

(“Transfer of Other Services”), the Moll Family shall send „ (“Notice of Offer”) to the

Company, granting to it the right of first offer for the exploitation of the Other Services,

with the exception of the Other Services developed by Hospitals São Marcos and

Protolinda, who are not subject to the right of first offer contemplated in this Clause 13.

The Notice of Offer shall contain all the terms and conditions within which the Moll

Family agrees to make said Transfer of Other Services to the Company.

13.2 The Company shall be entitled to the right of first offer for the exploitation of the

Other Services, in the terms and conditions indicated by the Moll Family and set forth in

the Notice of Offer contemplated in Clause 13.1 above. The exercise of the right of first

offer shall be subject to the procedures described below.

13.2.1 Within 30 (thirty) days from the date in which the Company receives the

Notice of Offer sent by the Moll Family, the Company shall send a notice in writing

(“Notice of Decision”) to the Moll Family, informing if it decided: (i) to exercise its right

of first offer with respect to the exploitation of the Other Services, in the terms and

conditions indicated in the Notice of Offer; or (ii) waive its right of first offer (and the non

receipt of such Notice of Decision by the date contemplated herein shall be interpreted as

waiver of said right of first offer).

13.2.2 If the Company has exercised its right of first offer, the Transfer of the

Other Services to the Company shall be made within the period to be agreed by the parties.

13.3 If, at the end of the process described in item 13.2 above, the Other Services are not

transferred to the Company, the Moll Family may offer the Other Services to third parties,

provided that in terms and conditions equal to or less favorable to the third party than those

set forth in the Notice of Offering. In this case, in the segments of (a) resonance (b)

tomography, and (c) clinical analysis, the Company, in addition to the right of first offer

contemplated in this Clause 13, it shall have, moreover, the preemptive right (last look) in

the same conditions offered by an eventual third party.

13.4 In the cases (i) of acquisition of hospitals in operation by the Moll Family after the

this date; and (ii) in which there are agreements for the provision of Other Services in force

mentioned in items (a), (b), and (c) of item 13.3 above, the Company shall be entitled to

request the substitution of the respective third party after the effective period of the

respective contracts or, if agreed by the parties, by negotiation and eventual payment of the

penalties contemplated in the respective contracts.

14 ARBITRATION

14.1 Upon the occurrence of any divergences or conflict arising out of this Agreement or

in any way related to it, including its interpretation, validity or extinction, the conflict or

divergence shall be settled by arbitration, regulated by this Clause.

14.2 The dispute shall be submitted to the Arbitration Chamber of the Market of Bovespa

(“Chamber”), according to its arbitration regulation (“Regulation”) in force on the date of

the request for bringing arbitration.

14.3 The arbitration award shall be final, unappealable and shall bind the Parties,

Shareholders and their successors, who undertake to comply with it spontaneously.

14.4 The arbitration shall have its headquarters in the city of São Paulo, State of São

Paulo, Brazil, and shall be conducted in Portuguese. The applicable law shall be Brazilian

laws, and the arbiters may not decide by equity.

14.5 The Arbitration Court shall be comprised by 3 (three) arbiters, it being incumbent

upon each party to appoint an arbiter, who, by common agreement, shall appoint the third

arbiter who will act as Chairman of the Arbitration Court. Both parties shall appoint their

arbiters in the 15 (fifteen) days subsequent to the final term of the period for response by

the defendant party. If there is more than one claimant or defendant, there shall be observed

the provisions of the Regulation, which provides on the matter. All and any controversy,

question, lack of agreement or omission in connection with the appointment of the arbiters

by the parties, as well as the choice of the third arbiter, shall be settled or supplied by the

Chamber.

14.6 The arbitration procedure shall proceed by default of any of the parties, including in

the event of no response by the defendant to the requirement of institution of arbitration.

14.7 Each party shall bear with the costs and expenses which it causes in the course of

the arbitration and the parties shall apportion in equal parts the costs and expenses whose

cause may not be attributed to one of them. The arbitration report shall attribute to the

defeated party final responsibility for the cost of the proceedings, including lawyers' fees in

the total amount which the report comes to establish.

14.8 Each Party and Shareholder retains the right to request at the common competent

court the judicial measures which aim at obtaining the urgency measures, cautionary or

prior measures, provided that before bringing of the arbitration court, without this being

interpreted as waive of the arbitration. In this case, the Chamber shall be immediately

informed of the decision rendered in connection with the measure required to the common

court. After the institution of arbitration, with acceptance of the appointment by all the

arbiters, such measures shall be required to the arbitration court, which may grant the

urgent, provisional and final relief which it understands to be appropriate, including that

geared to specific compliance with the obligations contemplated in this Agreement. For the

coercive execution of measures granted in the scope of the arbitration, including the

arbitration award, and other legal procedures expressly admitted in Law No. 9.307/96, the

Parties and Shareholders elect the Central Forum of the City of São Paulo, Judiciary

District of the Capital, with express waiver of any other, however privileged. For the action

of execution of the arbitration award, the Parties and Shareholders elect the forum of

domicile of the executed, or any other place where the latter has property subject to

execution, at the discretion of the enforcing party.

14.9 The Parties agree that the Arbitration shall be kept confidential and its elements

(including the allegations of the Parties, evidence, reports and other manifestations of third

parties, and any other documents presented or exchanged in the course of the arbitration

procedure), shall only be disclosed to the Arbitration Court, to the parties, to their lawyers

and to any person necessary to the development of the Arbitration, except if the disclosure

is required for compliance with the obligations imposed by law or by any competent

authority.

14.10 The Consenting Intervening Parties bind themselves expressly for all the purposes

and effects of the laws to this commitment clause.

15 NOTICES AND NOTIFICATIONS

15.1 All the notifications and other communications among the Parties and the

Consenting Intervening Parties shall be made in writing and sent to the addresses set forth

in the preamble of this Agreement, through the (i) register of deeds and documents; (ii)

registered mail with confirmation of receipt; or (iii) any other means of evidence of receipt.

15.2 The Party and/or Consenting Intervening Party who has altered the address set forth

in the preamble of this Agreement shall immediately communicate the new address to the

other Parties and Consenting Intervening Parties. Until this communication has been made,

there shall be valid and effective the notices, communications, notifications and

interpellations sent to the address set forth in the preamble of this Agreement.

16 REGISTRATION OF THE AGREEMENT

16.1 The Agreement shall be registered, as soon as it becomes effective, at the

headquarters of the Company, of Integritas and of Core and with the administrator of FIP

who will be obliged (i) to observe it in all of its terms and conditions, according to Article

118 of Lei das S.A., (ii) to abstain from performing all and any act arising out of non

compliance with obligation assumed herein and (iii) in relation to FIP, to inform the same

to its quotaholders.

16.2 In the Book of Registration of Shares of the Company and of Integritas and in the

certificates (if any) of the Shares owned by the Shareholders, or, according to the case, in

the relevant registers of the institution depositary or book shares, the following shall be

consigned:

“The Shareholder holder of these shares is a signatory party in a

shareholders' agreement, in force from [], 2011, and the shares registered

herein are restricted to its terms and conditions. The shareholders'

agreement is filed at the Company headquarters, for all purposes and effects

of Article 118 of Law No. 6.404/76”.

16.3 In the Core Articles of Incorporation, there shall be set forth the following:

“The quotas representative of the capital stock of the Company are

restricted to the terms and conditions of the shareholders’ agreement of

Fleury S.A., executed on []. The shareholders’ agreement is filed at the

Company headquarters, for all purposes and effects of Article 118 of Law

No. 6.404/76”.]

17 GENERAL PROVISIONS

17.1 The effectiveness of this Agreement is subject, in the terms of Article 125 of Law

No. 10.406, of January 10, 2002 (“Brazilian Civil Code”), to the approval, in the terms of

the investment agreement executed by the Parties, the Company, Core and Bradseg on July

13, 2011, of the Incorporation (as defined therein) and the delivery of New Shares (as

defined therein).

17.2 Default or lack of observance of any of the obligations established in this

Agreement shall grant to the impaired party the right to require compliance with the

obligation, in the terms of Clause 13 above and of § 3 of Article 118 of Law No. 6.404/76,

it being hereby established that the eventual payment of losses and damages shall not be

considered sufficient reparation for the default.

17.3 The omission of any of the Shareholders, at any time, in relation to non compliance

with the terms, provisions or conditions of this Agreement or the non exercise of any right

established herein shall not constitute waiver by the same or affect the right of such

Shareholder to make the same valid in the future, except if provided otherwise in this

Agreement.

17.4 Any alteration or modification to this instrument may only be made and shall only be

effective if made in writing and signed by the Parties. The rights and obligations hereof may

not be transferred by any of the Parties or Consenting Intervening Parties, except in the

cases contemplated in this Agreement.

17.5 This Agreement binds the Parties, and the Consenting Intervening Parties, their

heirs, assignees and successors, on whatever account, including by force of extinction, it

being clear that, with respect to FIP, in any case of succession, only the Moll Family shall

be considered a successor and bound by this Agreement. For all purposes of this

Agreement, in the event of any shares, quotas and/or any other forms of corporate

participation issued by other companies substituting, partially or totally, the Shares

restricted to this Agreement, as a result of split, merger, extinction, incorporation (including

of shares), contribution in capital increase or any other form of corporate reorganization

which involves the Company, Integritas or Core, this Agreement shall not lose its

effectiveness, starting to restrict the new shares or quotas of the new company(ies).

Likewise, the new company(ies) and their respective partners and/or shareholders shall

legally succeed, without need to amendment or adhesion to this Agreement, all the rights

and obligations contemplated herein of the Company, Fleury, Integritas and Core, as well

as their respective shareholders and partners, as applicable.

17.6 Any term which terminates on Saturdays, Sundays or holidays in the city of São

Paulo or in the city of Rio de Janeiro, States of São Paulo and of Rio de Janeiro, shall be,

for all effects and purposes, postponed to the first subsequent business day.

17.7 None of the Parties or Consenting Intervening Parties shall be entitled to assign or

transfer the rights and obligations resulting from this Agreement, without prior and written

consent by the others, except in the events contemplated in this Agreement.

17.8 The Disposal, by the Parties and/or Consenting Intervening Parties, as permitted in

this Agreement, of their Shares, including Indirect Disposal, is subject to the express

execution, by the acquirer/assignee of a term of adhesion to this Agreement, through which

it will undertake, irrevocably and irreversibly, to compliance with all the obligations of the

assignor contemplated in this Agreement, and subsequent amendments.

17.8.1 There being no obligation assumed by FIP in item 7.1 above (lock up) of not

transferring to third parties its Shares, FIP may sell them in the stock exchange, provided

that the provisions of Clause 9.1.1 are complied with, and, in this case, the Shares sold shall

be totally free and released from any of the obligations established in this Agreement, it

being certain that the acquirer of such Shares shall not be subject to the provisions of item

17.8 above.

17.9 If any of the provisions contained in this Agreement is considered invalid,

ineffective or unenforceable, under any aspect, the validity, effectiveness, or enforceability

of the other provisions contained in this Agreement shall not be, in any way, affected or

impaired by this fact. The Parties shall negotiate, in good faith, and with respect to the

original intention of those involved, the substitution of the provisions which are invalid,

ineffective or unenforceable, for valid provisions whose effect is as near as possible the

economic effect of the invalid, ineffective or unenforceable provisions.

17.10 The Shareholders indicate to themselves as representatives before the Company for

purposes of §10 of Article 118 of Law No. 6.404/76.

17.11 The Parties and the Consenting Intervening Parties undertake to communicate

immediately with one another about any agreement, fact or omission which may lead to

breach of this Agreement, as well as take the necessary steps which the supervening laws

comes to require to keep this Agreement valid and effective.

17.12 This Agreement is executed irrevocably and irreversibly and the obligations

stipulated therein, and expressly accepted by the Parties and by the Consenting Intervening

Parties, without any inducement or coercion, shall accommodate specific execution in the

terms of Brazilian law and of Clause 14.

17.13 The Company and the other Consenting Intervening Parties execute this Agreement,

recognizing all of its terms, undertaking to comply with all of its provisions and, especially,

to register this Agreement in the terms of Law No. 6.404/76.

17.14 Arrears in the payment of any obligation to pay contemplated in this Agreement

shall subject the Party in arrears to payment of the value due plus a fine of 10% (ten

percent), as well as monetary indexation by the positive variation of the IGP-M (General

Market Price Index) and arrears interest of 1% (one percent) per month, from the date on

which the respective payment becomes due until the date of the effective and full payment.

IN WITNESS WHEREOF, the parties sign this Agreement in 4 (four) counterparts of equal

tenor and form, before the undersigned witnesses.

São Paulo, AUGUST 1ST

,2011.

DELTA FM&B FUNDO DE INVESTIMENTOS EM PARTICIPAÇÕES

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Represented by [=]

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INTEGRITAS PARTICIPAÇÕES S.A.

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And in the capacity of consenting intervening parties:

FLEURY S.A.

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CORE PARTICIPAÇÕES LTDA.

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JORGE NEVAL MOLL F ILHO

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ALICE JUNQUEIRA MOLL

BRADSEG PARTICIPAÇÕES LTDA.

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Witnesses:

1. 2.

Name: Name:

ID: ID

CP0F/MF: CPF/MF: