Delivery. [[Organization A:Organization]] shall deliver all Products F.O.B. at [[Organization A:Organization]]’s shipping point for delivery to [[Organization B:Organization]]'s facility as specified in the Purchase Order. Title and risk of loss will transfer from [[Organization A:Organization]] to [[Organization B:Organization]] upon delivery of Product to [[Organization B:Organization]]’s shipment carrier. [[Organization B:Organization]] shall provide instruction on when the product is to be delivered, and how much product is to be picked up each month. The [[Organization B:Organization]] shall be responsible for shipping costs from the [[Organization A:Organization]]’s shipping point.

Delivery. As promptly as practicable after receipt of the Notice, the Investment Letter (if required) and payment, the Company shall deliver or cause to be delivered to the optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in the optionee’s name; provided, however, that such delivery shall be deemed effected for all purposes when the Company or a stock transfer agent shall have deposited such certificates in the United States mail, addressed to the optionee, at the address specified in the Notice.

Delivery. Time is of the essence of this Order. If Seller delivers (he goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […​…] liquidated damages may be assessed. Where Seller is […​…], Seller shall pay to Buyer an amount equal to […​…] (“LD Cap”). For the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially to the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery date. The parties agree that the above amounts, arc for damages resulting from the delay period only; are a reasonable pre estimate of such damages Buyer will suffer as a result of delay based on circumstances existing at the time this Order was issued; and are to be assessed as liquidated damages and not as a penalty. In addition to the Liquidated Damages set forth above, Seller agrees to pay the costs actually incurred by the Buyer in transportation over and above normal transportation costs, up to a maximum of […​…], during the period of time starting […​…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […​…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations). Notwithstanding anything herein to the contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to laic delivery during calendar year […​…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be FCA Storage Yard. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.

Delivery. As soon as practicable after the RSUs become vested, the Company shall deliver to Recipient the number of Shares underlying the RSUs. Notwithstanding the foregoing, if Recipient shall have made a valid election to defer receipt of the Shares underlying the RSUs pursuant to the terms of the Company’s Deferred Compensation Plan for Directors and Executives (the “DCP”), payment of the award shall be made in accordance with that election.

Delivery. The Obligors, the Agent and the Required Lenders shall have executed and delivered this Agreement.

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.

Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by electronic mail (or other method mutually agreed to in writing by the parties) of the number of Placement Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as [Schedule 1]. The Placement Notice shall originate from any of the individuals from the Company set forth on [Schedule 3] (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 the Agent set forth on [Schedule 3], as such [Schedule 3] may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by the Agent unless and until # the Agent declines to accept the terms contained therein for any reason, in its sole discretion, # the entire amount of the Placement Shares thereunder has been sold, # the Company suspends or terminates the Placement Notice, which suspension and termination rights may be exercised by the Company in its sole discretion, or # this Agreement has been terminated under the provisions of [Section 13]. The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in [Schedule 2]. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent 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 Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.

“Applicable Time” means the date of this Agreement, each Representation Date, the date on which a Placement Notice is given, and any date on which Placement Shares are sold hereunder.