Underwriting and Placement Agreement Sample Contracts

Oi. S.A. Underwriting and Placement Agreement
Underwriting 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

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AZUL S.A. [ ] Preferred Shares, including Preferred Shares in the Form of American Depositary Shares Underwriting and Placement Agreement
Underwriting and Placement Agreement • September 14th, 2017 • Azul Sa • Air transportation, scheduled • New York

Each of the entities listed on Schedule 1 hereto (collectively, the “Selling Shareholders”), as shareholders of Azul S.A. (the “Company”), a sociedade por ações organized under the laws of the Federative Republic of Brazil (“Brazil”), propose to sell to the several underwriters named in Schedule 2 hereto (the “International Underwriters”), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Itau BBA USA Securities, Inc. are acting as representatives (collectively, the “Representatives”), an aggregate of [ ] American Depositary Shares (the “Firm ADSs”), each representing three preferred shares, no par value, of the Company (the “International Firm Shares”).

VOTORANTIM CIMENTOS S.A. [ ] Units, including in the Form of American Depositary Shares Form of Underwriting and Placement Agreement
Underwriting and Placement Agreement • June 14th, 2013 • Votorantim Cimentos S.A. • Cement, hydraulic • New York

Votorantim Cimentos S.A. (the “Company”), a sociedade por ações incorporated under the laws of the Federative Republic of Brazil (“Brazil”), agrees to sell to the several Underwriters listed in Schedule 1 hereto (the “International Underwriters”), for whom Banco BTG Pactual S.A. – Cayman Branch, Credit Suisse Securities (USA) LLC, Itau BBA USA Securities Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as representatives (the “Representatives”), an aggregate of [ ] units (the “Units”), each of which represents one common share and two preferred shares, each with no par value, of the Company (together, the “Shares”), including in the form of American Depositary Shares (the “Firm ADSs”).

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