FORM OF ADS RIGHTS AGENT AGREEMENT April [ ], 2009Gol Intelligent Airlines Inc. • April 1st, 2010 • Air transportation, scheduled • New York
Gol Linhas Aereas Inteligentes S.A., a company incorporated under the laws of the Federative Republic of Brazil (the “Company”), will grant to existing registered holders (the “ADS Holders”) of American Depositary Shares (“ADSs”) issued under the Deposit Agreement dated as of June 23, 2004 the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all owners and beneficial owners from time to time of American Depositary Receipts (“Receipts”) issued thereunder evidencing ADSs that are registered on the books of the Depositary as of April 2, 2010 (the “Record Date”) the right (the “Rights Offer”) to purchase new ADSs at the U.S. dollar equivalent of R$24.38 per new ADS. Each ADS Holder will receive 0.02877692616 ADS rights (each, an “ADS Right”) for every one ADS held on the Record Date, and each ADS Right will entitle the registered holder (a “Rights Holder”) to purchase one new ADS in the Rights Offer. Each ADS represents two preferre
