1. Filing Fee owed to the Ciesp/Fiesp Chamber, to be paid upon request for formation of the Committee: five thousand Brazilian reals (R$ 5,000.00). The receipt of payment of the Filing Fee shall be enclosed with the Notice Form.
1.1. The Filing Fee is not reimbursable.
2. Management Monthly Fee owed by each Party to the Ciesp/Fiesp Chamber during the effective term of the Committee: one thousand five hundred Brazilian reals (R$ 1,500.00) paid every month, as of the month of the filing of the Notice Form (including the month of filing) up to the month of termination of the Committee (including such month).
2.1. The Management Monthly Fees owed during the effective term of the Committee are not reimbursable, including that corresponding to the month in which it is terminated.
2.2. The Management Monthly Fees provisioned for the months following termination of the Committee shall be reimbursed to the Parties under Article 5.8 of this Exhibit.
3. Members’ Monthly Fees:
3.1. Unless otherwise provided in the Contract or in the Statement of Formation, as compensation for the routine study and analysis of the documentation provided by the Parties, attendance of Ordinary Meetings and Measures and exercise of duties in an attempt to resolve the Disputes amicably, the Members shall be entitled to Monthly Fees calculated in accordance with the table below:
| AMOUNT OF THE CONTRACT | FEES PER MEMBER | |
| FROM | TO | |
|---|---|---|
| 0 | R$ 50.000.000,00 | R$ 5.000,00 |
| R$ 50.000.000,01 | R$ 100.000.000,00 | R$ 7.500,00 |
| R$ 100.000.000,01 | R$ 500.000.000,00 | R$ 10.000,00 |
| R$ 500.000.000,01 | R$ 1.000.000.000,00 | R$ 15.000,00 |
| FROM 1.000.000.000,01 | R$ 20.000,00 | |
3.1.1. The Monthly Fees shall be due as of the month of formation of the Committee (including such month) until the month of termination thereof (including such month).
4. Extraordinary Fees:
4.1. For each Decision or Recommendation, as well as for each Extraordinary Meeting or Measure, including all the studies and analysis of documentation relative to the matters to be discussed at such meeting/measure and upon preparation of documents of any nature, to be issued as a result of said meeting/measure, the Committee Members shall be entitled to the payment of a portion of the Extraordinary Fees.
4.3. In the Statement of Formation, the Parties and the Members may stipulate the amount of the Extraordinary Fees, and set a fix amount for each Decision, Recommendation, Extraordinary Meeting or Measure, or by establishing the criteria for the Committee to estimate the Extraordinary Fees.
4.4. Unless otherwise provided in the Statement of Formation, the Extraordinary Fees shall be estimated by the Committee based on the number of Daily Fees necessary to complete the provision requested:
| AMOUNT OF THE CONTRACT | DAILY FEE PER MEMBER | |
| FROM | TO | |
|---|---|---|
| 0 | R$ 50.000.000,00 | R$ 2.500,00 |
| R$ 50.000.000,01 | R$ 100.000.000,00 | R$ 5.000,00 |
| R$ 100.000.000,01 | R$ 500.000.000,00 | R$ 7.500,00 |
| R$ 500.000.000,01 | R$ 1.000.000.000,00 | R$ 8.000,00 |
| FROM 1.000.000.000,01 | R$ 12.000,00 | |
4.2.1. Unless otherwise provided in the Statement of Formation, the Committee shall estimate the number of Daily Fees needed to complete the Extraordinary Meeting or Measure, as well as the Recommendation or Decision requested, in that the two latter shall be limited to five (5) Daily Fees.
5. General Provisions
5.1. The amounts provided for in Articles 3 and 4 of Exhibit II shall e for each Member, and shall be paid in advance to an account held by the Ciesp/Fiesp Chamber, and which shall then be transferred to the accounts of the respective beneficiaries or to legal entities to which these are partners, and whose company purpose allow for the provision of technical or legal advisory services.
5.2.1. In the event of need for supplementary amounts to Expenses Fund or for advance payment of Management Monthly Fees and Members’ Fees during operation of the Committee, the Ciesp/Fiesp Chamber shall notify the Parties for them to make a new advance payment.
5.3. The Party requesting an Extraordinary Meeting or Measure, Recommendation or Decision shall pay in advance the Extraordinary Fees and any expenses. The Ciesp/Fiesp Chamber shall transfer to the Members the Extraordinary Fees previously deposited together with Monthly Fees owed in the month following the date of issuance of the Recommendation or Decision or following the holding of the Extraordinary Meeting or Measure requested.
5.4. Before formation of the Committee, the Ciesp/Fiesp Chamber shall request that the Members provide the data for receipt of their fees or for reimbursement of expenses, namely to what individual or legal entity and to what bank account the fees must be sent. The Parties shall pay for the expenses needed to make payment to the Members and the Ciesp/Fiesp may determine that the Parties pay in advance the costs needed for purposes of payment of any fees, taxes and contributions applicable to the payments, especially in the case of international transfers.
5.5. In the event of renunciation (of the office), substitution or removal of a Member, the Monthly Fees shall be owed until the date of renunciation or removal, which shall be calculated pro rata die, except for the case under Article 7.4 of the Rules, wherein the Parties shall ensure remuneration of the Member(s) for the three months subsequent to the formal notice of their dismissal.
5.6. In the event of challenge of a Member, the Parte presenting the challenge shall, together with the request, pay the amount of the Management Monthly Fee and the advance the payment of the fees owed to the arbitrator chosen by the President of Ciesp/Fiesp Chamber to decide the matter, who shall be entitled to overtime pay corresponding to the hours effectively worked in examining the challenge, in that a minimum of ten (10) hours shall be guaranteed. The amount of the hour shall be five hundred reals (R$ 500.00).
5.7. The Ciesp/Fiesp Chamber may grant additional time for the Parties to make any payments.
5.8. The Ciesp/Fiesp Chamber shall manage the provisioning of all amounts paid for conduction of the Committee’s work, particularly the Management Monthly Fees, the Members’ Fees and the Expenses Fund. Upon termination of the Committee, the Ciesp/Fiesp Chamber shall present to the Parties a statement of the Management Monthly Fees, the Members’ Fees and the Expenses Fund, by asking them to make any remaining payments or by organizing the return of any exceeding amounts.
5.8.1. The Ciesp/Fiesp Chamber, upon Termination of the Committee, shall return any exceeding amounts to the party that has paid for it.
5.8.2. Any payments of amounts stated in the Recommendation or Decision shall be made by one Party to the other.