Common use of Approval of the Intermediate Restructuring Clause in Contracts

Approval of the Intermediate Restructuring. All steps of the corporate restructuring in the intermediate companies in the Oi chain of control, which include the merger of LF Tel into EDSP75, the merger of AG into PASA, the merger of EDSP75 and PASA into Bratel Brasil, the disproportional split-up of TelPart with the merger of the assets spun off into Bratel Brasil, the split-up of Bratel Brasil with the merger of the assets spun off into Marnaz, the merger of Bratel Brasil into Oi, and the merger of Marnaz, Venus RJ Participações S.A., Xxxxx XX Participações S.A. and PTB 2 S.A. into TelPart, (“Restructuring of the TelPart Chain”), and also, the merger of Oi shares by TelPart (“Merger of Shares of Oi”), shall be implemented simultaneously. Thus, the Parties agree that the implementation and efficacy of each one of the steps in the Restructuring of the TelPart Chain and the Merger of Shares of Oi shall be conditioned on actual approval of the other steps in the Restructuring of the TelPart Chain and the Merger of Shares of Oi.

Approval of the Intermediate Restructuring. All steps of the corporate restructuring in the intermediate companies in the Oi chain of control, which include the merger of LF Tel into EDSP75, the merger of AG into PASA, the merger of EDSP75 and PASA into Bratel Brasil, the disproportional split-up of TelPart with the merger of the assets spun off into Bratel Brasil, the split-up of Bratel Brasil with the merger of the assets spun off into Marnaz, the merger of Bratel Brasil into Oi, and the merger of Marnaz, Venus RJ Participações S.A., Xxxxx Sxxxx XX Participações S.A. and PTB 2 S.A. into TelPart, (“Restructuring of the TelPart Chain”), and also, the merger of Oi shares by TelPart (“Merger of Shares of Oi”), shall be implemented simultaneously. Thus, the Parties agree that the implementation and efficacy of each one of the steps in the Restructuring of the TelPart Chain and the Merger of Shares of Oi shall be conditioned on actual approval of the other steps in the Restructuring of the TelPart Chain and the Merger of Shares of Oi.