Common Contracts

General Terms and Conditions

June 29th, 2020

• Filed
  June 29th, 2020

Main terms “Share Purchase Agreement and Other Covenants” (“SPA”) to be entered into between Telemar Norte Leste S.A. - Under Judicial Reorganization (“Seller”) and [buyer(s)] (“Buyer” and, jointly with Seller, “Parties”), with the intervention and consent of Oi S.A. - Under Judicial Reorganization (“Intervening Consenting Party”). Object of the SPA:Disposal, by Seller to Buyer, of the Isolated Production Unit formed by 100% of the shares issued by a specific purpose enterprise (“SPE Movable”), free and clear of any Liens, the assets of which shall composed of, on the Closing Date, substantially the Assets, Liabilities and Rights of UPI Movable Assets (that is, “UPI Movable Assets”). Price and payment method:The base price shall be the price declared the winner in the court auction (calculated based on the pro forma Financial Statements of Oi Móvel, including only UPI Movable Assets, prepared based on the audited Financial Statements of Oi Móvel on the base date of December 31, 2019) (