Authorization. The ​ has all requisite corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement and the Related Agreements. The execution and delivery by the ​ of this Agreement and the Related Agreements and the consummation by the ​ of the transactions contemplated by, and the performance by the ​ of its obligations under, this Agreement and the Related Agreements have been duly authorized by all requisite corporate action on the part of the ​. Each of this Agreement and the Related Agreements has been duly executed and delivered by the ​, and (assuming due authorization, execution and delivery by the [[Organization A:Organization]] and any other party thereto) each of this Agreement and the Related Agreements constitutes the legal, valid and binding obligation of the ​, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws relating to or affecting creditors’ rights generally.

Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby # are within the organizational authority of each of the Borrowers, # have been duly authorized by all necessary organizational proceedings on the part of each of the Borrowers, # do not materially conflict with or result in any material breach or contravention of any provision of Law, statute, rule or regulation to which any of the Borrowers is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrowers, and # do not conflict with any provision of the corporate charter, bylaws or constitutional documents of any of the Borrowers or any material agreement or other material instrument binding upon any of the Borrowers.

The execution and delivery of this Agreement by the Buyer, and the agreements provided for herein, as well as the transactions contemplated herein, have been duly authorized by all requisite corporate action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute the valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms. The execution, delivery and performance of this Agreement and the agreements provided for herein, and the consummation by the Buyer of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, # violate the provisions of any law, rule or regulation applicable to the Buyer; # violate the provisions of the Buyer’s Certificate of Incorporation or Bylaws; # violate any judgment, decree, order or award of any court, governmental body or arbitrator; or # conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Buyer pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Buyer is a party or by which the Buyer is or may be bound.

Authorization. All corporate action on the part of the respective party and its nominees, officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the respective party hereunder has been taken. This Agreement constitutes a valid and legally binding obligation of the parties, enforceable in accordance with its respective terms.

Authorization. By its signature, each Person executing this Intercreditor Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Intercreditor Agreement.

Authorization. All corporate action on the part of AVANT necessary for the authorization, execution and delivery of this Agreement and for the performance of all of its obligations hereunder and thereunder has been taken, and this Agreement when fully executed and delivered, shall each constitute a valid, legally binding and enforceable obligation of AVANT.

Authorization. All corporate action on the part of AI-NOVA necessary for the authorization, execution and delivery of this Agreement and for the performance of all of its obligations hereunder and thereunder has been taken, and this Agreement when fully executed and delivered, shall each constitute a valid, legally binding and enforceable obligation of AI-NOVA .

The undersigned understands that you, as Representatives of the International Underwriters, propose to enter into an Underwriting and Placement Facilitation Agreement (the “Underwriting Agreement”) with CPFL Energia S.A. (the “Company”), a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, providing for the public offering (the “International Offering”) by the International Underwriters, of common shares of the Company (the “International Shares”), in the form of American Depositary Shares (the “ADSs”), each representing two common shares. In addition, in connection with a Brazilian Placement Agreement, among the Company and the Brazilian placement agents named therein (the “Brazilian Placement Agents”), and the [[Unknown Identifier]] S.A. – Brasil, Bolsa, Balcão, as intervening party, relating to the public sale of common shares of the Company (the “Brazilian Shares” and, together with the International Shares, the “Shares”) in Brazil (together with the International Offering, the “Global Offering”), the undersigned understands that the International Underwriters expect to act as agents (the “Agents”) to the Brazilian Placement Agents for the facilitation of the placement of Brazilian Shares outside Brazil. The ADSs and the Shares are collectively referred to as the “Securities.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

Each time that the Company wishes to issue and sell the Placement Shares hereunder (each, a “Placement”), it will notify Cowen by email notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include # the number of Placement Shares to be issued, # the time period during which such sales are requested to be made, # any limitations on the number of such Placement Shares that may be sold in any one Trading Day (as defined below) and # any minimum price below which such sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as [Schedule 1]. The Placement Notice shall originate from any of the individuals from the Company set forth on [Schedule 2] (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Cowen set forth on [Schedule 2], as such schedule may be amended from time to time. The Placement Notice shall be effective upon receipt by Cowen unless and until # in accordance with the notice requirements set forth in Section 5, Cowen declines to accept the terms contained therein for any reason, in its sole discretion, # the entire amount of the Placement Shares have been sold, # in accordance with the notice requirements set forth in Section 5, the Company suspends or terminates the Placement Notice, # the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or # the Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid by the Company to Cowen in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in [Schedule 3]. It is expressly acknowledged and agreed that neither the Company nor Cowen will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to [[Organization A:Organization]] Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

Registration Statement Effective. The Registration Statement shall remain effective and shall be available for the sale of all Placement Shares contemplated to be issued by any Placement Notice.