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EXECUTION COPY Oi. S.A. Underwriting and Placement Agreement New York, New York April 28, 2014, Banco BTG Actual S.A. Cayman Branch Merrill Lynch, Pierce, Fencer & Smith Incorporated Barclays Capital
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How to fill out underwriting and placement agreement

01
To fill out the underwriting and placement agreement, follow these steps:
02
Begin by reading the agreement carefully and understanding its terms and conditions.
03
Fill in the necessary information such as the date, name of the parties involved, and any relevant contact information.
04
Specify the key terms of the agreement, such as the underwriting fee, placement fee, and any additional compensation.
05
Provide details about the securities or financial instruments being underwritten or placed.
06
Include any representations or warranties made by the parties involved.
07
Insert provisions regarding termination, confidentiality, and governing law.
08
Review the completed agreement to ensure all information is accurate and complete.
09
Sign and date the agreement, ensuring that all parties involved also sign and date it.
10
Keep a copy of the filled-out agreement for your records.
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If required, submit the agreement to the appropriate regulatory bodies or legal authorities as per your jurisdiction.

Who needs underwriting and placement agreement?

01
Underwriting and placement agreements are typically needed by the following parties:
02
- Companies seeking to issue securities or raise capital through public offerings or private placements
03
- Investors or underwriters who wish to participate in the issuance or placement of securities
04
- Investment banks or financial institutions involved in underwriting or placement activities
05
- Legal or financial advisors assisting in the underwriting or placement process
06
- Regulatory authorities or legal bodies overseeing the issuance or placement of securities
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