GAFISA S.A. (a sociedade por ações incorporated under the laws of the Federative Republic of Brazil) 14,052,790 American Depositary Shares, each representing two shares of Common Stock INTERNATIONAL PURCHASE AGREEMENT Dated: March 23, 2010International Purchase Agreement • March 26th, 2010 • Gafisa S.A. • General bldg contractors - residential bldgs • New York
Gafisa S.A. (the "Company"), a sociedade por ações organized under the laws of the Federative Republic of Brazil ("Brazil"), confirms its agreement with Itaú USA Securities Inc. ("Itaú"), J.P. Morgan Securities Inc. ("JPMorgan"), Banco Votorantim S.A., Nassau Branch ("Votorantim"), UBS Securities LLC ("UBS") and each of the other International Underwriters named in Schedule A hereto (collectively, the "International Underwriters," which term shall also include any International Underwriter substituted as hereinafter provided in Section 10 hereof), for whom Itaú, JPMorgan, Votorantim and UBS are acting as representatives (in such capacity, the "International Representatives"), with respect to (i) the sale by the Company and the purchase by the International Underwriters, acting severally and not jointly, of the respective numbers of American Depositary Shares ("Firm ADSs") set forth in Schedule A hereto opposite the name of the each International Underwriter, issued pursuant to the Depo
