DATE] Atalaya Luxco PIKco as Pledgor and the Pledgees named herein as Pledgees and Atento S.A. as Company SHARE PLEDGE AGREEMENT

Atalaya Luxco PIKco, a société en commandite par actions incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 186929, having its registered office at ▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇-▇▇▇▇ Findel, Grand Duchy of Luxembourg, acting through and represented by its general partner and sole manager (associé gérant commandité) Atalaya PIKco S.à ▇.▇., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B 187036, having its registered office at ▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇-▇▇▇▇ Findel, Grand Duchy of Luxembourg (Pledgor);

Mezzanine Partners II Offshore Lux S.à ▇.▇. ▇▇, a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B167217, having its registered office at ▇▇▇, ▇▇▇▇▇ ▇’▇▇▇▇▇ ▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (Pledgee 1);

Mezzanine Partners II Onshore Lux S.à ▇.▇. ▇▇, a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B167214, having its registered office at ▇▇▇, ▇▇▇▇▇ ▇’▇▇▇▇▇ ▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (Pledgee 2);

Mezzanine Partners II AP LUX S.à ▇.▇. ▇▇, a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B176127, having its registered office at ▇▇▇, ▇▇▇▇▇ ▇’▇▇▇▇▇ ▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (Pledgee 3 and, together with Pledgee 1 and Pledgee 2, the HPS Pledgees);

Chesham Investment Pte. Ltd., with its address located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, U.S.A (Pledgee 4);

[Farallon Pledgee] (Pledgee 5 and, together with Pledgee ▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ 3 and Pledgee 4, the Pledgees); and

Only with respect to Clauses 2.2, 2.3, 2.4, 2.5, 6.1, 6.2, 6.3, 6.4, 6.5, 6.6, 7.6, 8.2 and 10 through 18, of this Agreement, Atento S.A., a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ Register under number B185761, having its registered office at ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxembourg (Company).

Pursuant to a share transfer agreement entered into on or around 6 May 2020 the Pledgor shall on the Transfer Date (as defined therein), out of the 48,520,671

In connection with the Share Transfer, the Fee Letter has been entered into by the Pledgor.

Pursuant to clause 7 of the Fee Letter (as defined below), the Pledgor, amongst others, has agreed to indemnify and hold harmless each of the Pledgees (defined as Participating Holders), their respective affiliates, and the respective directors, officers, agents, employees and controlling persons from and against any and all obligations, liabilities, losses, costs, expenses, claims, damages, actions, proceedings, arbitrations or investigations, or threats thereof, existing or arising, based upon, related to, or arising out of the Fee Letter, the Share Transfer or any actions contemplated thereunder.

The Pledgor owns the Pledged Assets (as defined below).

In order to secure the Secured Obligations (as defined below), the Pledgor has agreed to pledge the Pledged Assets in accordance with the terms of this Agreement.

DEFINITIONS

Unless the context otherwise requires or unless otherwise defined in this Agreement, words and expressions defined in the Fee Letter shall have the same meaning when used in this Agreement. In addition, the following definitions shall apply:

Pledgee 1: [●]%;

Pledgee 2: [●]%;

Pledgee 3: [●]%;

Pledgee 4: [●]%; and

Note : the split among PIK holders will be made pro-rata to their holding in the Company.

Note : the percentage split among PIK holders will be made pro-rata to their holding in the Company.

Pledgee 5: [●]%.

References

any reference to any agreement or document, whatsoever named, is to be construed as a reference to such agreement or document as it may be amended, restated, supplemented, modified or extended from time to time, whether before or after the date hereof;

any reference to any person is, where relevant, deemed to be a reference to or to include successors, permitted assignees or transferees of that person;

any reference to Clause is a reference to a clause of this Agreement;

any reference to a law, rule, regulation or any provisions thereof is to be construed as a reference to such law, rule, regulation or provisions as the same may have been, or may from time to time hereafter be, amended or re-enacted;

words importing the singular shall include the plural and vice versa; words importing a masculine gender also include the feminine gender and words importing persons or shareholders also include corporations, partnerships, associations and any other organised groups of persons whether incorporated or not;

the words “include”, “includes”, “including”, “such as” and “in particular” shall not be given a restrictive meaning and shall be deemed to be qualified, in each case, by the phrase “without limitation”.

Clause headings are for ease of reference only.

CREATION AND PERFECTION OF THE PLEDGE

The Pledgor hereby grants a first ranking pledge (gage de premier rang) over the Pledged Assets to the Pledgees, as security for the full performance and discharge of all the Secured Obligations, which Pledge is hereby accepted by each of the Pledgees.

The Company hereby acknowledges and accepts the Pledge.

The Company will, on the date of this Agreement (i) procure the recording of the Pledge in the Register and (ii) as hereby instructed by the Pledgor provide to the Pledgees a copy of the folio recording the Shares in the Register signed by an authorised signatory of the Company.

The Pledgor and the Pledgees hereby instruct the Company to register the Pledge in the Register.

The Company appoints as authorised signatory any of its directors, each acting individually, with full power of substitution, to register the Pledge into the Register.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

The Pledgor hereby represents, warrants and undertakes to each of the Pledgees that:

in respect of this Agreement and each of the transactions contemplated by, referred to in, provided for or effected by this Agreement, (i) it entered into the same in good faith and for the purpose of carrying out its business, on arms’ length commercial terms, without any intention to defraud or deprive of any legal benefit any other persons (such as third parties and, in particular, creditors) or to circumvent any applicable mandatory laws, rules or regulations of any jurisdiction, (ii) the entry into this Agreement and the performance of any rights and obligations thereunder are in its best corporate interest (intérêt social) and conducive to its corporate object and (iii) the legality, validity, binding effect and enforceability of this Agreement on it is not affected by any matter or factual circumstance such as fraud, coercion, duress, undue influence or mistake;

it is a duly organized and existing company under the laws of the Grand Duchy of Luxembourg;

its (and, on the date of this Agreement, the Company’s) head office (administration centrale), its (and, on the date of this Agreement, the

no petition, resolution or similar order or demand for Insolvency Proceedings has been lodged, passed or presented for it or by it; it does not meet or threaten to meet the criteria for the opening of any Insolvency Proceedings and it is not subject to Insolvency Proceedings;

all authorisations or actions necessary or advisable in connection with the entry into this Agreement, the performance of its obligations hereunder and the granting and enforcement of the Pledge have been obtained or taken and have not been withdrawn, revoked or rescinded in any way and are in full force and effect;

it is the sole owner of the Pledged Assets;

the Shares are validly issued and fully paid, in registered form and free and clear of any Encumbrance other than the Pledge;

there are no transfer restrictions in respect of the Pledged Assets;

the Register was held until the date of this Agreement at the registered office of the Company in Luxembourg;

this Agreement does not violate any contractual or other obligation binding upon it or any law, rule or regulation to which the Pledged Assets, or itself is or are subject, as applicable;

the Pledge is a valid first ranking pledge (gage de premier rang) over the Pledged Assets;

this Agreement constitutes legal, valid and binding obligations of the Pledgor, enforceable in accordance with its terms.

COVENANTS

The Pledgor hereby covenants to the Pledgees that:

without the prior written consent of each of the Pledgees, it will not dispose of the Pledged Assets (including, but not limited to, transfer thereof to a third party) and will not create any Encumbrance or any other type of preferential arrangement having a similar effect, nor grant any mandate or power with a view to the creation thereof, other than the Pledge (irrespective of whether ranking behind the Pledge), and will not permit the existence of any such Encumbrance other than the Pledge;

it will procure that no executory attachment (saisie exécutoire) is made on the Pledged Assets, and that any conservatory attachment (saisie arrêt) thereon is lifted within thirty Business Days of its first being made. For the avoidance of doubt, the above shall not include any petition made or proceedings started by any person aiming to make any such attachment,

it will immediately inform the Pledgees of any legal action or process commenced in respect of the Pledged Assets;

it will not do or cause or permit to be done anything which will, or could be expected to be inconsistent with, depreciate, jeopardise, or negatively affect this Agreement, the Pledge, the Pledged Assets or the rights of the Pledgees hereunder except as provided in any definitive agreement relating to the Share Transfer, including, but not limited to, the Mutual Release Agreement;

it will make its own arrangements for keeping the Pledgees informed of changes or potential changes affecting the Pledged Assets and it agrees that the Pledgees shall have no responsibilities or liability for informing the Pledgor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto;

it will cooperate with the Pledgees and sign or cause to be signed all documents and take all actions as the Pledgees may from time to time request to perfect and protect the Pledge of the Pledged Assets, the rights of the Pledgees hereunder, and to carry out the provisions and purposes of this Agreement;

it will not, without the prior written consent of each of the Pledgees, consent to any merger or other consolidation of the Company with or into any corporation or other entity.

SCOPE OF THE PLEDGE

The Pledge is a continuing security interest, will remain in full force and effect until released in accordance with Clause 8.

The Pledge shall not be discharged or affected by any of the Pledgees (i) granting the Pledgor any time or indulgence, (ii) concurring in any moratorium of the Secured Obligations, (iii) agreeing to any amendment of the terms and conditions of the Secured Obligations with the consent of relevant parties, (iv) abstaining from taking or perfecting any other security interest and discharging any other security interest, (v) abstaining from exercising any right or recourse or from proving or claiming any debt and waive any right or recourse, or (vi) taking any other action with respect to the Secured Obligations.

The Pledge shall not in any way be affected by any stamping, regrouping, splitting or renewal of the Shares, or by any similar operation, and the securities resulting from any such operation shall be part of the Pledged Assets.

The Pledge shall be in addition to and shall not in any way prejudice, or be prejudiced by or dependent on, any Encumbrance now or hereafter granted as security for the Secured Obligations to the Pledgees or any Encumbrance to which any of the Pledgees may be entitled. The rights of the Pledgees hereunder are in addition to and not exclusive of those provided by law, rule or regulation.

RIGHTS ATTACHED TO THE SHARES

Voting Rights

Until the occurrence of an Enforcement Event, and the receipt of a notice by the Company in accordance with Clause 6.1 (b) of this Agreement, the Pledgor will be entitled to exercise the Voting Rights.

Following the occurrence of an Enforcement Event:

each of the Pledgees may, upon giving notice by registered letter with acknowledgment of receipt to the Pledgor, the other Pledgees and the Company, declare its intent to exercise the Voting Rights attaching to a number of Shares corresponding to the Relevant Percentage of such Pledgee or as otherwise agreed between the Pledgees,

upon receipt of such notice by the Company, the Pledgor shall immediately be precluded from exercising the Voting Rights attaching to the Shares,

upon receipt of such notice, the other Pledgees shall have ten (10) Business Days to contest the content of such notice and send a disagreement notice by registered letter with acknowledgment of receipt to the Pledgor, the other Pledgees and the Company,

if the Company has not received any disagreement notice within the timeframe mentioned in Clause 6.1 (b) iii., the Company shall comply with the instructions set forth in the notice mentioned in Clause 6.1(b) i.,

if the Company receives a disagreement notice within the timeframe mentioned in Clause 6.1 (b) iii., the Pledgor shall remain precluded from exercising the Voting Rights attaching to the Shares until such time as the Company has received a consolidated notice by registered letter with acknowledgement of receipt from the disagreeing Pledgees, reflecting their agreement to exercise the Voting Rights attaching to a number of Shares corresponding to the Relevant Percentage of such Pledgees.

Distributions

Until the occurrence of an Enforcement Event and the receipt of a notice by the Company in accordance with Clause 6.2 (b) of this Agreement, any Distribution shall be paid directly to the Pledgor, provided that any Distribution paid on liquidation of the Company or upon the repurchase or

Following the occurrence of an Enforcement Event:

each of the Pledgees may, upon giving notice by registered letter with acknowledgment of receipt to the Pledgor, the other Pledgees and the Company , request the Company to pay any Distribution exclusively to the Pledgees and will fully release the Company of the payment of such Distribution so that each Pledgee shall receive a proportion of the relevant Distribution corresponding to its Relevant Percentage.

upon receipt of such notice by the Company, no Distribution shall be paid to the Pledgor by the Company,

upon receipt of such notice, the other Pledgees shall have ten (10) Business Days to contest the content of such notice and send a disagreement notice by registered letter with acknowledgment of receipt to the Pledgor, the other Pledgees and the Company,

if the Company has not received any disagreement notice within the timeframe mentioned in Clause 6.2 (b) iii., the Company shall comply with the instructions set forth in the notice mentioned in Clause 6.2(b) i.,

if the Company receives a disagreement notice within the timeframe mentioned in Clause 6.2 (b) iii., no Distribution shall be paid to the Pledgor until such time as the Company has received a consolidated notice by registered letter with acknowledgement of receipt from the disagreeing Pledgees, reflecting their agreement to receive a proportion of the relevant Distribution corresponding to the Relevant Percentage of such Pledgees.

Any payment received by any Pledgee pursuant to Clause 6.2 shall be applied by such Pledgee towards the Secured Obligations owed to such Pledgee, and the Secured Obligations owed to such Pledgee shall be reduced by a corresponding amount.

The Parties agree that the Company is hereby directed (and the Company hereby accepts), under the conditions above of Clause 6.2 (b), to make direct payment of all Distributions to the Pledgees as provided in Clause 6.2 (b).

The Parties agree that any notification to be made to the Company by registered letter with acknowledgement of receipt may also be given by courier service, by hand or by email with acknowledgement of receipt.

The Company shall not be liable towards the Pledgor and/or the Pledgees when complying with the procedures set forth in Clauses 6.1 and 6.2, and shall not have the obligation or the liability to monitor and/or verify whether there is an actual Enforcement Event.

ENFORCEMENT OF THE PLEDGE

Upon the occurrence of an Enforcement Event, each of the Pledgees will be entitled, without prior notice, to enforce all or part of the Pledge in any manner permitted by Luxembourg law and in particular, but without limitation and always subject to Clause 7.2 and 7.3:

Appropriate or have appropriated the Pledged Assets either, at its or their full discretion, (i) at their stock exchange market value at the close of trading on the trading day preceding the appropriation on the main stock exchange market on which the shares in the Company are listed or (ii) as determined by an independent auditor (reviseur d’entreprises agréé) appointed by the relevant Pledgee(s). The appropriation may become effective before the determination and valuation have been completed. The determinations and valuations of the independent expert (if any) will be binding save in case of manifest error; and/or

sell the Pledged Assets or have the Pledged Assets on any of the markets on which the Company’s shares are listed or in a private transaction at normal commercial conditions (conditions commerciales normales); and/or

sell the Pledged Assets or have the Pledged Assets sold by public auction; and/or

request a court that title to the Pledged Assets be assigned and/or transferred to the relevant Pledgee(s) or such other person as the relevant Pledgee(s) may designate; and/or

act generally in relation to the Pledged Assets in such manner as the relevant Pledgee(s) shall determine and as shall be permitted by law.

The Pledgees expressly acknowledge and accept that (i) for as long as Pledgee 4 or Pledgee 5 have outstanding claims under the Secured Obligations, the HPS Pledgees shall only be entitled to enforce the Pledge over the HPS Shares and, if applicable, its Additional Shares, (ii) for as long as any of the HPS Pledgees or Pledgee 5 have outstanding claims under the Secured Obligations, Pledgee 4 shall only be entitled to enforce the Pledge over the GIC Shares and, if applicable, its Additional Shares, and (iii) for as long as any of the HPS Pledgees or Pledgee 4 have outstanding claims under the Secured Obligations, Pledgee 5 shall only be entitled to enforce the Pledge over the Farallon Shares and, if applicable, its Additional Shares.

In the event that any of the Pledgees no longer has any outstanding claim under the Secured Obligations but that one or more of the other Pledgees have outstanding claims under the Secured Obligations, the Shares remaining pledged hereunder shall be available for enforcement by each such other Pledgee at its Relevant Percentage (the Additional Shares).

After the enforcement of the Pledge pursuant to Clauses 7.1(a) to 7.1(e), each Pledgee shall be entitled to apply the proceeds of the enforcement towards the discharge of the Secured Obligations owed to such Pledgee, provided that each of the HPS Pledgees shall be entitled to apply the proceed of its enforcement towards the Secured Obligations owed to it or the other HPS Pledgees.

The Pledgees shall be entitled to use different methods of enforcement (including for the same type of Pledged Assets) to enforce all or part of the Pledged Assets and to enforce the Pledge even if the value of the Pledged Assets exceeds the amount of the Secured Obligations relating to the relevant Pledgee.

In case of enforcement of all or part of the Pledge by any of the Pledgees, the Company shall be authorized to rely only on the instructions of any of the Pledgees, subject to applicable laws and requirements binding on the Company, without any liability for the Company towards the Pledgor and/or the Pledgees in relying on these instructions only without any obligation and liability of the Company to monitor and/or verify whether there is an actual Enforcement Event and/or whether the relevant Pledgee is enforcing the Pledge in compliance with the terms and conditions provided in this Agreement.

In case, after enforcement in accordance with this Clause 7, any Pledgee holds enforcement proceeds in excess of its claim under the Secured Obligations, it shall:

in case any of the other Pledgees has an outstanding claim under the Secured Obligations (together, the “Shortfall”), transfer, out of such proceeds, an amount equal to the lower of such excess and the Shortfall to such other Pledgee in proportion to their outstanding claims, and

in all other circumstances, transfer the excess proceeds (including after application of sub-clause (i)) to the Pledgor.

DISCHARGE OF THE PLEDGE

The Pledge will be fully discharged automatically:

if no Pledgee has sought to enforce its rights under the Secured Obligations by such date, twelve (12) months from the date of this Agreement; or

if a Pledgee has sought to enforce its rights under the Secured Obligations on or before the date falling twelve (12) months from the date of this Agreement, the date falling one year following the date of a final non-appealable judgment obtained from a court of competent jurisdiction holding the Pledgor liable for the Secured Obligations.

Each Pledgee will instruct the Company to record the release of the Pledge made in its benefit in the Register once the Pledge has been fully discharged towards it and the Company shall only consider such release and record such release upon receipt of such notice of instruction by registered letter with acknowledgment of receipt.

DUTIES OF THE PLEDGEES

The Pledgees will not be under any obligation to take any steps necessary to preserve their respective rights under this Agreement but may do so at their sole discretion.

No Pledgee will be liable for any acts or omissions, except in case of such Pledgee’s gross negligence (faute grave) or wilful misconduct (faute intentionnelle).

9.3 No Pledgee shall be liable for any act or omission by any of the other Pledgees.

COSTS AND EXPENSES

NOTICES – COMMUNICATIONS³

Any notice or communication to the Pledgor, the Pledgees or the Company under or in connection with this Agreement shall be sent to:

Note : notice details to be completed prior to execution.

Any notice under this Agreement will be deemed to have been received:

if sent by any electronic messaging system, on the date and time that electronic message is received,

if sent by certified or registered mail or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted;

if sent by facsimile transmission, on the date and time that transmission is received;

if delivered in person or by courier, on the date it is delivered.

Either Party may change its address for the purpose of this clause by giving the other Party written notice of its new address.

All notices and other communication to be addressed or made hereunder to any of the HPS Pledgees shall be validly given or made if addressed to Pledgee 1 as provided in clause 11.1 acting on its behalf and on behalf of the other HPS Pledgees.

SEVERABILITY

WAIVER

No failure or delay to exercise on the part of any Pledgee any right or remedy under this Agreement shall be considered, or operate as, a waiver thereof, nor shall any single or partial exercise by any Pledgee of any right or remedy preclude any other or further exercise thereof or the exercise by the relevant Pledgee of any other right or remedy.

The rights provided in this Agreement are cumulative and not exclusive of any rights provided by law, rule or regulations or any other agreement or arrangement.

TRANSFERABILITY

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assignees and transferees and references in this Agreement to any of them shall be construed accordingly.

The Pledgor may not assign, transfer, novate or dispose of any of its rights or obligations under this Agreement without the prior written consent of the Pledgees.

The rights and obligations of the Pledgee hereunder shall automatically and without any further action being necessary be transferred to any new beneficiary or creditor of all or part of the Secured Obligations. If there is more than one new beneficiary or creditor, such beneficiary or creditor shall automatically and without any further action being necessary be entitled to exercise the Pledge and the rights granted hereunder in relation to the part of the Secured Obligations in respect of which it is the beneficiary or creditor.

Any assignment of rights and obligations under this Agreement shall only be enforceable towards the Company upon notification of such assignment in accordance with article 1690 of the Luxembourg Civil Code.

NOVATION, ASSIGNMENT, TRANSFER AND AMENDMENT

COUNTERPARTS

GOVERNING LAW

JURISDICTION

Mezzanine Partners II Onshore Lux S.à ▇.▇. ▇▇

as Pledgee 2

Mezzanine Partners II AP LUX S.à ▇.▇. ▇▇

as Pledgee 3