AMENDED AND RESTATED ADVISORY AGREEMENT This Agreement, effective as of February 1, 2011 (the "Effective Date"), is entered into by and between Onc Equity Partners IV, L.P., a Cayman Islands Exempted Limited Partnership with its principal place of business at 320 Park Avenue, 18th Floor, New York, NY 10022, USA (together with applicable predecessor and successor funds, hereinafter "OEP"), and Pacific Investimentos Ltda., a company duly organized and existing under the laws of the Federative Republic of Brazil, with its principal place of business in the city of Sao Paulo, State of Sao Paulo, at Avenida Faria Lima 2179, conj 72 (hereinafter "PACIFIC"), collectively referred to as "Parties" and individually as a W I T N E S S E T H: WHEREAS, OEP is interested in receiving certain advisory services from PACIFIC in connection with transactions to be done by OEP with companies in Brazil and/or investment vehicles that conduct or are formed to conduct business in Brazil ("Transactions"). WHEREAS, PACIFIC is interested in providing advisory services to OEP, and has the capability and expertise to provide such advisory services to OEP. NOW, THEREFORE, in consideration of the premises, the mutual promises contained herein, and other good and valuable consideration, the Parties herein agree as follows: CLAUSES, I. Obligations of the Parties and Description of Services 1. Obligations of PACIFIC. During the term of this agreement, PACIFIC will provide advisory services to OEP (the "Services"), including but not limited to the following: a. Introducing OEP to potential investment opportunities ("Target Companies") in Brazil or in any other geography where the primary intent of the investment is to invest or expand operations into Brazil involving companies, directly or indirectly as targets, co-investors or strategic partners, and to potential partners in cross- border or local deals that involve an existing OEP portfolio company, or a