] Shares ATENTO S.A. ORDINARY SHARES (NO NOMINAL VALUE PER ORDINARY SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Itaú BBA USA Securities, Inc. (together with Morgan Stanley and Credit Suisse, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Atento S.A., a corporation (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of [ ] ordinary shares, par value €[ ] per ordinary share (the “Shares”), of (the “Common Stock”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2014, by and among Atento S.A. (the “Company”), Atalaya Luxco Pikco S.C.A. (“PikCo”), each of the Persons listed on the signature pages attached hereto (the “Other Investors”) and each other Person who executes a joinder hereto (collectively with PikCo and the Other Investors, the “Holders,” and each a “Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in Section 1.
CONSULTING SERVICES AND INFORMATION RIGHTS AGREEMENTConsulting Services and Information Rights Agreement • September 12th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • England
This Consulting Services and Information Rights Agreement (this “Agreement”) is made and entered into as of , 2014 by and between Atento S.A., a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg (the “Company”) on the one hand, and Bain Capital Europe, LLP and Portfolio Company Advisors Europe, LLP, each a limited liability partnership incorporated under the laws of England and Wales (and its successors and assigns) (the “Consultants”), on the other hand.
TIME RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ATENTO S.A. 2014 OMNIBUS INCENTIVE PLANTime Restricted Stock Unit Agreement • September 12th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • Luxembourg
THIS TIME RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Atento S.A., a corporation incorporated and existing in the Grand Duchy of Luxembourg(the “Company”), and the Participant specified above, pursuant to the Atento S.A. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Board; and
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 12th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • Luxembourg
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2014 by and between Atento S.A., a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 4, rue Lou Hemmer, L-1748 Luxembourg and being registered with the Luxembourg Trade and Companies’ Register under number B 185.761 (the “Company”), in its own name and on behalf of its direct and indirect subsidiaries, and [ ], an individual (“Indemnitee”).
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ATENTO S.A. 2014 OMNIBUS INCENTIVE PLANPerformance Restricted Stock Unit Agreement • September 12th, 2014 • Atento S.A. • Telephone communications (no radiotelephone) • Luxembourg
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Atento S.A., a corporation incorporated and existing in the Grand Duchy of Luxembourg (the “Company”), and the Participant specified above, pursuant to the Atento S.A. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Board; and
