Oi. S.A. Underwriting and Placement AgreementUnderwriting and Placement Agreement • April 30th, 2014 • Oi S.A. • Telephone communications (no radiotelephone) • New York
Oi S.A., a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil (the “Company”), proposes to sell to the several international underwriters named in Schedule I hereto (the “International Underwriters”), for whom you (the “Representatives”) are acting as representatives, 396,589,982 shares of common stock (ações ordinárias), no par value (“Common Shares”) of the Company and 828,881,795 shares of preferred stock (ações preferenciais), no par value (“Preferred Shares” and, together with the Common Shares, the “Shares”), in each case all of which shall be deposited pursuant to the ADS Deposit Agreements, as defined below, and delivered in the form of American Depositary Shares (the “Firm ADSs”). American Depositary Shares representing Common Shares are herein referred to as “Common ADSs,” American Depositary Shares representing Preferred Shares are herein referred to as “Preferred ADSs.” The Firm ADSs and the Option ADSs (as defined below) are her
