Oi S.A. Sample Contracts

OI S.A. - In Judicial Reorganization – 0I S.A. ITEMS 12.5 TO 12.10 OF THE REFERENCE FORM (May 6th, 2019)
OI S.A. - In Judicial Reorganization – DISTANCE VOTING BALLOT Annual General Meeting (AGM) - OI S.A. to be held on 04/26/2019 (March 28th, 2019)

Instructions on how to cast your vote Instructions on how to cast your vote This Remote Voting Ballot refers to the Annual General and Extraordinary Shareholders’ Meeting of Oi S.A. – In Judicial Reorganization (“Company”) to be held on April 26, 2019, at 11 a.m., (“Meeting” or “AGM”), and it must be filled if the shareholder chooses to exercise its remote voting right, under article 121, sole paragraph, of Law No. 6,404/1976 (“Corporate Law”) and CVM Ruling No. 481/2009 (“ICVM 481”). If the shareholder wishes to exercise its remote voting right, it shall fill the fields above with its full name (or corporate name) and number of its Enrollment with the Ministry of Finance, whether it is a legal entity (CNPJ) or an individual (CPF), in addition to an e-mail address for contact. In addition, in order for this voting ballot to be considered valid and the votes rendered herein to be accounted for the quorum of the General Meeting: - all fields below must be properly filled out; - all pages

OI S.A. - In Judicial Reorganization – Oi S.A. - In Judicial Reorganization Corporate Taxpayers’ Registry (CNPJ/MF) No. 76.535.764/0001-43 Board of Trade (NIRE) No. 33 3 0029520-8 PUBLICLY-HELD COMPANY FINAL SUMMARY VOTING CHART (March 20th, 2019)

Final voting chart of the Extraordinary General Shareholders’ Meeting held on March 19, 2019, at 10 a.m., at the headquarters of the Company, located at Rua do Lavradio, 71, Centro, in the City of Rio de Janeiro, RJ, including votes cast through remote voting ballots.

OI S.A. - In Judicial Reorganization – JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT (February 1st, 2019)

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned in accordance with Section 10(d) of the Registration Rights Agreement dated as of December 17, 2018 (as the same may be amended from time to time, the “Registration Rights Agreement”) among Oi S.A. – In Judicial Reorganization (the “Company”) and the Potential Shareholders party thereto. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.

OI S.A. - In Judicial Reorganization – FORM OF JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT (February 1st, 2019)

This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned in accordance with Section 10(d) of the Registration Rights Agreement dated as of December 17, 2018 (as the same may be amended from time to time, the “Registration Rights Agreement”) among Oi S.A. – In Judicial Reorganization (the “Company”) and the Potential Shareholders party thereto. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.

OI S.A. - In Judicial Reorganization – REGISTRATION RIGHTS AGREEMENT (February 1st, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 18, 2018, by and among Oi S.A. – In Judicial Reorganization (the “Company”) and each investor, fund advisor or fund manager party hereto (each, a “Potential Shareholder,” and collectively, the “Potential Shareholders”). Any funds or accounts that hold Registrable Securities and that are advised or managed by a Potential Shareholder or an affiliate thereof shall also be deemed to be Potential Shareholders for purposes of this Agreement. Each of the Company and the Potential Shareholders may be referred to in this Agreement as a “Party,” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 9 of this Agreement. The term “Potential Shareholder” and “Party” shall also include any Joining Party to whom rights and obligations hereunder are assigned in compliance with Section 10(d).

OI S.A. - In Judicial Reorganization – ANNEX 30-XXXII (CVM Instruction No. 480/09) Communication about the capital increase approved by the Board of Directors on January 21, 2019 (January 28th, 2019)
OI S.A. - In Judicial Reorganization – AMENDMENT NO. 1 TO SUBSCRIPTION AND COMMITMENT AGREEMENT (October 4th, 2018)

This Amendment No. 1 (this “Amendment”), dated as of July 13, 2018, (the “Effective Date”), to the Subscription and Commitment Agreement, dated as of December 19, 2017, by and among Oi S.A. – In Judicial Reorganization (the “Company”) and the other parties thereto (as amended, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Original Agreement”), is entered into by and among the Company and the other parties hereto pursuant to and in accordance with Section 13 of the Original Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement.

OI S.A. - In Judicial Reorganization – AUTHORIZATION INSTRUMENT No. 522/2012/SPV/SPB-ANATEL (October 4th, 2018)

INSTRUMENT OF GRANT OF AUTHORIZATION FOR USE OF RADIO FREQUENCIES BLOCKS ASSOCIATED TO FIXED SWITCHED TELEPHONE SERVICE FOR USE BY THE PUBLIC IN GENERAL – STFC AND TO THE MULTIMEDIA COMMUNICATION SERVICE – SCM ENTERED INTO BY AND BETWEEN THE TELECOMMUNICATIONS NATIONAL AGENCY – ANATEL AND OI S.A.

OI S.A. - In Judicial Reorganization – SCHEDULE OF OMITTED INSTRUMENTS OF AUTHORIZATION FOR THE USE OF RADIO FREQUENCY BLOCKS FOR 3G SERVICES (September 4th, 2018)

As these licenses are identical in every case except for their reference number, the Region, sector and frequency band covered by them, their fees and the statement of authorization for personal mobile services under which they are granted, we have, for ease of reference, filed only the relevant standard instrument of authorization approved by ANATEL and provided this schedule to indicate the authorizations that we have omitted from filing as exhibits to this Registration Statement on Form F-1.

OI S.A. - In Judicial Reorganization – OI S.A. – in Judicial Reorganization as Company TELEMAR NORTE LESTE S.A. – in Judicial Reorganization, OI MÓVEL S.A. – in Judicial Reorganization, COPART 4 PARTICIPAÇÕES S.A. – in Judicial Reorganization, COPART 5 PARTICIPAÇÕES S.A. – in Judicial Reorganization, PORTUGAL TELECOM INTERNATIONAL FINANCE B.V. – in Judicial Reorganization, and OI BRASIL HOLDINGS COÖPERATIEF U.A. – in Judicial Reorganization as Subsidiary Guarantors Party Hereto THE BANK OF NEW YORK MELLON as Trustee, Registrar, Principal Paying Agent and Transfer Agent INDENTURE Dated as of July 27, 2018 10.000%/12.000% SENIOR PIK (September 4th, 2018)

INDENTURE dated as of July 27, 2018 among OI S.A.—in judicial reorganization, a corporation (sociedade anônima) organized and existing under the laws of the Federative Republic of Brazil, and Oi Móvel S.A.—in judicial reorganization (“Oi Móvel”); Telemar Norte Leste S.A.—in judicial reorganization (“Telemar”); Copart 4 Participações S.A.—in judicial reorganization (“Copart4”); Copart 5 Participações S.A.—in judicial reorganization (“Copart5”); Portugal Telecom International Finance B.V.—in judicial reorganization (“PTIF”); and Oi Brasil Holdings Coöperatief U.A.—in judicial reorganization (“Oi Coop”) and The Bank of New York Mellon, as trustee, registrar, a paying agent, and transfer agent.

OI S.A. - In Judicial Reorganization – SCHEDULE OF OMITTED AUTHORIZATIONS FOR PERSONAL MOBILE SERVICES (September 4th, 2018)

As these agreements are identical in every case except for their reference number, the Region, sector and frequency band covered by them and their fees, we have, for ease of reference, filed only the relevant standard instrument of authorization approved by ANATEL and provided this schedule to indicate the authorizations that we have omitted from filing as exhibits to this Registration Statement on Form F-1.

Oi S.A. – AUTHORIZATION INSTRUMENT No. 520/2012/SPV-ANATEL (May 16th, 2018)

INSTRUMENT OF GRANT OF AUTHORIZATION FOR USE OF RADIO FREQUENCIES BLOCKS ASSOCIATED TO PERSONAL MOBILE SERVICE—SMP ENTERED INTO BY AND BETWEEN THE TELECOMMUNICATIONS NATIONAL AGENCY – ANATEL AND TNL PCS S.A..

Oi S.A. – Oi S.A. – In Judicial Reorganization CNPJ/MF Nº 76.535.764/0001-43 NIRE 3330029520-8 Publicly-held Company (April 30th, 2018)

Management's Proposal to be submitted for approval at the Extraordinary General Meeting to be held on May 14, 2018, pursuant to Brazilian Securities Commission (CVM) Ruling No. 481/09.

Oi S.A. – VOTING STATEMENT PURSUANT TO THE SOLE ITEM OF THE AGENDA OF THE MEETING HELD ON MARCH 5, 2018, AT 5 PM (March 14th, 2018)

LUÍS PALHA DA SILVA AND PEDRO MORAIS LEITÃO (“Directors”), members of the Board of Directors of OI S.A. – In Judicial Reorganization (“Oi” or “Company”), present their voting statement pursuant to the present meeting, held on March 5, 2018 at 5 pm (“Meeting”), as follows:

Oi S.A. – DESCRIPTION OF THE NOTES (January 2nd, 2018)

The following is a description of certain provisions of the notes to be issued to certain creditors of Oi S.A. (Oi S.A. or such of the other Obligors (as defined below) to be mutually agreed, the “Issuer”) in connection with the approval and confirmation (homologação judicial) (the “Reorganization Plan Confirmation”) of the Issuer’s judicial reorganization plan (plano de recuperação judicial) (the “Reorganization Plan”).

Oi S.A. – PRIVATE INSTRUMENT OF INDENTURE OF THE [•]TH PRIVATE ISSUE OF SIMPLE, UNSECURED DEBENTURES IN A SINGLE SERIES of [OI S.A. – UNDER JUDICIAL REORGANIZATION/ TELEMAR NORTE LESTE S.A. – UNDER JUDICIAL REORGANIZATION/ OI MÓVEL S.A. – UNDER JUDICIAL REORGANIZATION] As Issuer RIO DE JANEIRO, [•] [•], 2017. (January 2nd, 2018)

[Fiduciary Agent Identification], herein represented pursuant to its Bylaws, hereinafter referred simply as “Fiduciary Agent”; and

Oi S.A. – TERM SHEET FOR U.S. DOLLAR DENOMINATED UNSECURED LOAN FACILITY (January 2nd, 2018)

This Term Sheet reflects the main commercial terms and conditions incorporated in an updated version of the judicial reorganization plan of the Oi Group (“Amended RJ Plan”), which was originally filed with the 7th Business Court of the Judicial District of the Capital of Rio de Janeiro, Brazil on September 5th, 2016 (“Bankruptcy Court”), within the Oi Group’s judicial reorganization proceeding pending before the Bankruptcy Court under No 0203711-65.2016.8.19.0001.

Oi S.A. – Anexo 4.3.1.2(b) TERM SHEET FOR U.S. DOLLAR DENOMINATED LOAN FACILITIES (January 2nd, 2018)

This Term Sheet reflects the main commercial terms and conditions incorporated in an updated version of the judicial reorganization plan of the Oi Group (“Amended RJ Plan”), which was originally filed with the 7th Business Court of the Judicial District of the Capital of Rio de Janeiro, Brazil on September 5th, 2016 (“Bankruptcy Court”), within the Oi Group’s judicial reorganization proceeding pending before the Bankruptcy Court under No 0203711-65.2016.8.19.0001.

Oi S.A. – Contract (January 2nd, 2018)

EXHIBIT 4.2.4 TO THE JUDICIAL REORGANIZATION PLAN OF OI GROUP - CONDITIONS APPLICABLE TO THE CREDITS BEFORE BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL - BNDES (BRAZILIAN BANK OF ECONOMIC AND SOCIAL DEVELOPMENT)

Oi S.A. – TERM SHEET FOR U.S. DOLLAR DENOMINATED LOAN FACILITIES (January 2nd, 2018)

This Term Sheet reflects the main commercial terms and conditions incorporated in an updated version of the judicial reorganization plan of the Oi Group (“Amended RJ Plan”), which was originally filed with the 7th Business Court of the Judicial District of the Capital of Rio de Janeiro, Brazil on September 5th, 2016 (“Bankruptcy Court”), within the Oi Group’s judicial reorganization proceeding pending before the Bankruptcy Court under No 0203711-65.2016.8.19.0001.

Oi S.A. – TERMS AND CONDITIONS OF THE NON-NEGOTIABLE FINANCING – RESTRUCTURING WITHOUT CONVERSION (January 2nd, 2018)

Purpose: This financing has the purpose of delivering new instruments to the Creditors, in accordance with the terms and conditions of the Judicial Reorganization Plan of Oi S.A. – Under Judicial Reorganization (“Oi”), of Telemar Norte Leste S.A. – Under Judicial Reorganization (“Telemar”), of Oi Móvel S.A. – Under Judicial Reorganization (“Oi Móvel”), of Copart 4 Participações S.A. – Under Judicial Reorganization (“Copart 4”), of Copart 5 Participações S.A. – Under Judicial Reorganization (“Copart 5”), of Portugal Telecom International Finance B.V. – Under Judicial Reorganization (“PTIF”) and of Oi Brasil Holdings Cooperatief UA – Under Judicial Reorganization (“OI Coop”) (each of them individually as “Company Under Judicial Reorganization” and, jointly, “Companies Under Judicial Reorganization”), ratified in court in the case records of the Judicial Reorganization Proceedings in progress at the 7th Lower Business Court of the Judicial District of the Capital City of Rio de Janeiro, u

Oi S.A. – TERMS AND CONDITIONS OF THE NON-NEGOTIABLE FINANCING – RESTRUCTURING WITHOUT CONVERSION (November 2nd, 2017)

Purpose: This financing has the purpose of delivering new instruments to the Creditors, in accordance with the terms and conditions of the Judicial Reorganization Plan of Oi S.A. – Under Judicial Reorganization (“Oi”), of Telemar Norte Leste S.A. – Under Judicial Reorganization (“Telemar”), of Oi Móvel S.A. – Under Judicial Reorganization (“Oi Móvel”), of Copart 4 Participações S.A. – Under Judicial Reorganization (“Copart 4”), of Copart 5 Participações S.A. – Under Judicial Reorganization (“Copart 5”), of Portugal Telecom International Finance B.V. – Under Judicial Reorganization and of Oi Brasil Holdings Cooperatief UA – Under Judicial Reorganization (each of them individually as “Company Under Judicial Reorganization” and, jointly, “Companies Under Judicial Reorganization”), ratified in court in the case records of the Judicial Reorganization Proceedings in progress at the 7th Lower Business Court of the Judicial District of the Capital City of Rio de Janeiro, under No. 0203711-65.2

Oi S.A. – Contract (May 7th, 2015)

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

Oi S.A. – Contract (May 7th, 2015)

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

Oi S.A. – Contract (May 7th, 2015)

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

Oi S.A. – OI S.A. Publicly-Held Company Corporate Taxpayers’ Registry (CNPJ/MF) No. 76.535.764/0001-43 Board of Trade (NIRE) 33.3.0029520-8 (January 27th, 2015)

GENERAL MEETING OF DEBENTURE HOLDERS OF THE 9TH ISSUANCE OF SIMPLE NON-CONVERTIBLE UNSECURED DEBENTURES, IN TWO SERIES, FOR PUBLIC DISTRIBUTION, OF OI S.A.

Oi S.A. – OI S.A. Publicly-Held Company Corporate Taxpayers’ Registry (CNPJ/MF) No. 76.535.764/0001-43 Board of Trade (NIRE) 33.3.0029520-8 (January 27th, 2015)

GENERAL MEETING OF DEBENTURE HOLDERS OF THE 9TH ISSUANCE OF SIMPLE NON-CONVERTIBLE UNSECURED DEBENTURES, IN TWO SERIES, FOR PUBLIC DISTRIBUTION, OF OI S.A.

Oi S.A. – OI S.A. Publicly-Held Company CORPORATE TAXPAYER ID (CNPJ/MF): 76.535.764/0001-43 COMPANY REGISTRY (NIRE): 33.30029520-8 GENERAL MEETING OF DEBENTURE HOLDERS OF THE 9TH ISSUANCE OF DEBENTURES TO BE HELD ON JANUARY 26, 2015 MANAGEMENT PROPOSAL RIO DE JANEIRO, DECEMBER 30, 2014 (January 13th, 2015)

The management of OI S.A., a publicly-held company, with headquarters at Rua Lavradio nº 71, 2º andar, Centro, in the city and state of Rio de Janeiro, whose articles of incorporation are registered with the Rio de Janeiro State Registry of Commerce under Company Registry (NIRE): 33.30029520-8, inscribed in the roll of corporate taxpayers (CNPJ) under number 76.535.764/0001-43, registered with the Brazilian Securities and Exchange Commission (“CVM”) as a publicly-held company category “A” under the code 11312 (“Company”), under the terms and for the purposes of the legislation in force and the Company’s Bylaws, hereby submits to resolution by the debenture holders convened at the general meeting of debenture holders of the Company’s 9th Issuance of simple, Not Convertible into Shares, unsecured debentures, in two series for public distribution, to be held on January 26, 2015, at the Company’s headquarters, the following proposals:

Oi S.A. – Contract (April 7th, 2014)

This document is not a certified transaction and is a free translation only. This translation is provided for informational purposes only. Any attempt to subscribe for shares using this English translation of the subscription agreement or otherwise not in compliance with the instruction included in the Portuguese-language Pedido de Reserva para Acionistas PN will be void.

Oi S.A. – This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her ow (March 12th, 2014)

Now, Therefore, the Parties resolve to enter into this Subscription Agreement for Shares pf Capital Stock Issued by Oi (“Agreement”), which shall be governed by the provisions described below:

Oi S.A. – This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her ow (March 12th, 2014)

Now, Therefore, the Parties resolve to enter into this Subscription Agreement for Shares of Capital Stock Issued by Oi (“Agreement”), which shall be governed by the provisions described below:

Oi S.A. – This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her ow (February 28th, 2014)
Oi S.A. – This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her ow (February 28th, 2014)
Oi S.A. – This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her ow (February 28th, 2014)