Common use of Effects of Dilution on the Provisions of this Section 3 Clause in Contracts

Effects of Dilution on the Provisions of this Section 3. (i) The requirement that the matters referred to in Section 3.4(b)(i) must be approved by consensus and the quorum requirement set out in Section 3.4(b)(ii) (collectively, the “Consensus Rule”), subject to Section 3.5(d) below, shall remain in full force until any Group is diluted as a consequence of a capital increase by the Company to an Interest in the Company lower than 40% (forty percent) of the Company’s total issued and outstanding share capital, and shall continue to apply until an additional period of 6 (six) months has elapsed calculated from the later of (i) the date of such dilution, or (ii) the date that this Section 3.5 becomes effective. (ii) Should the diluted Group have failed within the aforesaid 6 (six)-month period to increase its Interest in the Company’s total issued and outstanding share capital pursuant to Section 6 below, to a level at or above 40% (forty percent) of the Company’s total issued and outstanding share capital, then upon receipt of a written notice from the other Group the Consensus Rule shall no longer apply. In such event, unless otherwise required by applicable law (X) the matters referred to in Section 3.4(b)(i) shall require the affirmative vote of a simple majority of votes cast, and (Y) the quorum for a Shareholders Meeting will be the presence (in person or by proxy) of Shareholders representing a majority of the issued and outstanding share capital of the Company. (iii) Notwithstanding the provisions of Sections 3.5(a)(i) and (ii) above, for as long as the PT Group and the TEF Group each hold an Interest of at least 10% (ten percent) in the Company´s total issued and outstanding share capital (except if such decrease in the participation in the Company derives from a Transfer of Company Shares), any change in the purpose or scope of business of the Company or any merger with any entity which is not a Wireless Business shall require the affirmative vote of at least 1 (one) Shareholder from each of the PT Group and the TEF Group, provided that the PT Group shall have no rights under this Section 3.5.(a)(iii) during the period commencing on the date on which the PT Group is diluted to holding an Interest of less than 40% (forty percent) in the Company´s total issued and outstanding share capital and ending on the date on which the PT Group Put is no longer exercisable with respect to such Dilution Event Below 40%. (b) If the diluted Group increases its Interest in the total issued and outstanding share capital of the Company to 50% (fifty percent), such diluted Group shall be entitled to restate the Consensus Rule as of the date its Interest in the Company’s total issued and outstanding share capital is so increased. (c) The Shareholders agree that this Section 3.5 shall become effective on the earlier of the following: (i) after the Balance Closing; and (ii) without detracting from Section 3.1.1(a) of the Subscription Agreement, after any of the Balance Capital Contributions have been transferred to the Company by only one of the Groups, provided that the relevant regulatory constraints have been removed and accordingly all the Balance Capital Contributions could have been transferred by both Groups to the Company. (d) Without detracting from the provisions as set forth in Sections 6.1, 6.2 and 6.3 below, the non-diluted Group may in its sole discretion decide to grant an additional period to the diluted Group during which such diluted Group may maintain its corporate governance rights in accordance with Section 3.

Effects of Dilution on the Provisions of this Section 3. (i) The requirement that the matters referred to in Section 3.4(b)(i) must be approved by consensus and the quorum requirement set out in Section 3.4(b)(ii) (collectively, the “Consensus Rule”), subject to Section 3.5(d) below, shall remain in full force until any Group is diluted as a consequence of a capital increase by the Company to an Interest in the Company lower than 40% (forty percent) of the Company’s total issued and outstanding share capital, and shall continue to apply until an additional period of 6 (six) months has elapsed calculated from the later of (i) the date of such dilution, or (ii) the date that this Section 3.5 becomes effective. (ii) Should the diluted Group have failed within the aforesaid 6 (six)-month period to increase its Interest in the Company’s total issued and outstanding share capital pursuant to Section 6 below, to a level at or above 40% (forty percent) of the Company’s total issued and outstanding share capital, then upon receipt of a written notice from the other Group the Consensus Rule shall no longer apply. In such event, unless otherwise required by applicable law (X) the matters referred to in Section 3.4(b)(i) shall require the affirmative vote of a simple majority of votes cast, and (Y) the quorum for a Shareholders Meeting will be the presence (in person or by proxy) of Shareholders representing a majority of the issued and outstanding share capital of the Company. (iii) Notwithstanding the provisions of Sections 3.5(a)(i) and (ii) above, for as long as the PT Group and the TEF Group each hold an Interest of at least 10% (ten percent) in the Company´s Company’s total issued and outstanding share capital (except if such decrease in the participation in the Company derives from a Transfer of Company Shares), any change in the purpose or scope of business of the Company or any merger with any entity which is not a Wireless Business shall require the affirmative vote of at least 1 (one) Shareholder from each of the PT Group and the TEF Group, provided that the PT Group shall have no rights under this Section 3.5.(a)(iii) during the period commencing on the date on which the PT Group is diluted to holding an Interest of less than 40% (forty percent) in the Company´s Company’s total issued and outstanding share capital and ending on the date on which the PT Group Put is no longer exercisable with respect to such Dilution Event Below 40%. (b) If the diluted Group increases its Interest in the total issued and outstanding share capital of the Company to 50% (fifty percent), such diluted Group shall be entitled to restate the Consensus Rule as of the date its Interest in the Company’s total issued and outstanding share capital is so increased. (c) The Shareholders agree that this Section 3.5 shall become effective on the earlier of the following: (i) after the Balance Closing; andand Any text removed pursuant to Telefónica, S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. (ii) without detracting from Section 3.1.1(a) of the Subscription Agreement, after any of the Balance Capital Contributions have been transferred to the Company by only one of the Groups, provided that the relevant regulatory constraints have been removed and accordingly all the Balance Capital Contributions could have been transferred by both Groups to the Company. (d) Without detracting from the provisions as set forth in Sections 6.1, 6.2 and 6.3 below, the non-diluted Group may in its sole discretion decide to grant an additional period to the diluted Group during which such diluted Group may maintain its corporate governance rights in accordance with Section 3.

Effects of Dilution on the Provisions of this Section 3. (i) The requirement that the matters referred to in Section 3.4(b)(i) must be approved by consensus and the quorum requirement set out in Section 3.4(b)(ii) (collectively, the “Consensus Rule”), subject to Section 3.5(d) below, shall remain in full force until any Group is diluted as a consequence of a capital increase by the Company to an Interest in the Company lower than 40% (forty percent) of the Company’s total issued and outstanding share capital, and shall continue to apply until an additional period of 6 (six) months has elapsed calculated from the later of (i) the date of such dilution, or (ii) the date that this Section 3.5 becomes effective. (ii) Should the diluted Group have failed within the aforesaid 6 (six)-month period to increase its Interest in the Company’s total issued and outstanding share capital pursuant to Section 6 below, to a level at or above 40% (forty percent) of the Company’s total issued and outstanding share capital, then upon receipt of a written notice from the other Group the Consensus Rule shall no longer apply. In such event, unless otherwise required by applicable law (X) the matters referred to in Section 3.4(b)(i) shall require the affirmative vote of a simple majority of votes cast, and (Y) the quorum for a Shareholders Meeting will be the presence (in person or by proxy) of Shareholders representing a majority of the issued and outstanding share capital of the Company. (iii) Notwithstanding the provisions of Sections 3.5(a)(i) and (ii) above, for as long as the PT Group and the TEF Group each hold an Interest of at least 10% (ten percent) in the Company´s Company’s total issued and outstanding share capital (except if such decrease in the participation in the Company derives from a Transfer of Company Shares), any change in the purpose or scope of business of the Company or any merger with any entity which is not a Wireless Business shall require the affirmative vote of at least 1 (one) Shareholder from each of the PT Group and the TEF Group, provided that the PT Group shall have no rights under this Section 3.5.(a)(iii) during the period commencing on the date on which the PT Group is diluted to holding an Interest of less than 40% (forty percent) in the Company´s Company’s total issued and outstanding share capital and ending on the date on which the PT Group Put is no longer exercisable with respect to such Dilution Event Below 40%. (b) If the diluted Group increases its Interest in the total issued and outstanding share capital of the Company to 50% (fifty percent), such diluted Group shall be entitled to restate the Consensus Rule as of the date its Interest in the Company’s total issued and outstanding share capital is so increased. (c) The Shareholders agree that this Section 3.5 shall become effective on the earlier of the following: (i) after the Balance Closing; andand Any text removed pursuant to Telefónica Móviles S.A.’s confidential treatment request has been separately filed with the U.S. Securities and Exchange Commission and is marked “[***]” herein. (ii) without detracting from Section 3.1.1(a) of the Subscription Agreement, after any of the Balance Capital Contributions have been transferred to the Company by only one of the Groups, provided that the relevant regulatory constraints have been removed and accordingly all the Balance Capital Contributions could have been transferred by both Groups to the Company. (d) Without detracting from the provisions as set forth in Sections 6.1, 6.2 and 6.3 below, the non-diluted Group may in its sole discretion decide to grant an additional period to the diluted Group during which such diluted Group may maintain its corporate governance rights in accordance with Section 3.

Effects of Dilution on the Provisions of this Section 3. (i) The requirement that the matters referred to in Section 3.4(b)(i) must be approved by consensus and the quorum requirement set out in Section 3.4(b)(ii) (collectively, the “Consensus Rule”), subject to Section 3.5(d) below, shall remain in full force until any Group is diluted as a consequence of a capital increase by the Company to an Interest in the Company lower than 40% (forty percent) of the Company’s total issued and outstanding share capital, and shall continue to apply until an additional period of 6 (six) months has elapsed calculated from the later of (i) the date of such dilution, or (ii) the date that this Section 3.5 becomes effective. (ii) Should the diluted Group have failed within the aforesaid 6 (six)-month period to increase its Interest in the Company’s total issued and outstanding share capital pursuant to Section 6 below, to a level at or above 40% (forty percent) of the Company’s total issued and outstanding share capital, then upon receipt of a written notice from the other Group the Consensus Rule shall no longer apply. In such event, unless otherwise required by applicable law (X) the matters referred to in Section 3.4(b)(i) shall require the affirmative vote of a simple majority of votes cast, and (Y) the quorum for a Shareholders Meeting will be the presence (in person or by proxy) of Shareholders representing a majority of the issued and outstanding share capital of the Company. (iii) Notwithstanding the provisions of Sections 3.5(a)(i) and (ii) above, for as long as the PT Group and the TEF Group each hold an Interest of at least 10% (ten percent) in the Company´s Company’s total issued and outstanding share capital (except if such decrease in the participation in the Company derives from a Transfer of Company Shares), any change in the purpose or scope of business of the Company or any merger with any entity which is not a Wireless Business shall require the affirmative vote of at least 1 (one) Shareholder from each of the PT Group and the TEF Group, provided that the PT Group shall have no rights under this Section 3.5.(a)(iii) during the period commencing on the date on which the PT Group is diluted to holding an Interest of less than 40% (forty percent) in the Company´s Company’s total issued and outstanding share capital and ending on the date on which the PT Group Put is no longer exercisable with respect to such Dilution Event Below 40%. (b) If the diluted Group increases its Interest in the total issued and outstanding share capital of the Company to 50% (fifty percent), such diluted Group shall be entitled to restate the Consensus Rule as of the date its Interest in the Company’s total issued and outstanding share capital is so increased. (c) The Shareholders agree that this Section 3.5 shall become effective on the earlier of the following: (i) after the Balance Closing; and (ii) without detracting from Section 3.1.1(a) of the Subscription Agreement, after any of the Balance Capital Contributions have been transferred to the Company by only one of the Groups, provided that the relevant regulatory constraints have been removed and accordingly all the Balance Capital Contributions could have been transferred by both Groups to the Company. (d) Without detracting from the provisions as set forth in Sections 6.1, 6.2 and 6.3 below, the non-diluted Group may in its sole discretion decide to grant an additional period to the diluted Group during which such diluted Group may maintain its corporate governance rights in accordance with Section 3.