Common use of EXERCISE OF THE VOTING RIGHT Clause in Contracts

EXERCISE OF THE VOTING RIGHT. 6.1. In addition to the measures set forth in this Agreement, the Parties agree to make use of the voting right related to their Affected Shares to fully comply with the Agreement herein, and none of the Parties are allowed to enter into any other voting agreements, except for the Shareholders’ Agreement executed on this date by AG, L.F. TEL and FASS, whose entire content is known by the Parties. 6.1.1. The Shareholders’ Agreement entered into among AG, L.F. TEL and FASS shall not be amended without the prior and express consent of the other signatories of this Agreement. 6.1.2. In case of conflict between the provisions of this Agreement and those of the shareholders’ agreement executed by AG, L.F. TEL and FASS, the provisions of this Agreement shall always prevail. 6.1.3. It is hereby established that the Parties, the Intervening Parties and their parent companies which hold common or preferred voting shares (even if limited) of Relevant Subsidiaries undertake not to exercise their voting right and to instruct their representatives in these companies not to vote, as the case may be, whenever this vote is a determining factor to prevent the approval at a General Meeting or at a Meeting of the Board of Directors of said Relevant Subsidiary of a matter previously approved at a Preliminary General Meeting of the Company, pursuant to this Agreement. 6.2. In the event any Party or its parent company enters in a process of bankruptcy, arrangement with creditors, court or out-of-court winding up, is subject to public intervention, or if its dissolution has been resolved, all Affected Shares held by such Party shall remain subject to all the sections and terms of this Agreement; however, the exercise of its respective voting rights at the Preliminary Meetings shall be suspended while the event (provided for in this section) that caused this suspension lasts. 6.2.1. It is also agreed that the instatement and resolution quorums of Preliminary Meetings defined herein shall be observed not considering, for the respective calculation, the interest percentage of the Party whose share voting rights have been suspended, as provided by the terms of Section 12 and/or by determination of the National Agency for Telecommunications (Anatel).

EXERCISE OF THE VOTING RIGHT. 6.1. In addition to the measures set forth in this Agreement, the Parties The Shareholders hereby agree to make use of exercise the voting right related to their the use of the Affected Shares to fully comply with the Agreement hereinShares, and none the Company hereby agrees to exercise its voting right of LF TEL’s shares, for the exact performance of this LF Agreement. Any of the Parties are allowed to enter Shareholders, the Company and LF TEL shall be prohibited from entering into any other voting agreements, except for upon prior and written authorization of the Shareholders’ Agreement executed on this date by AG, L.F. TEL and FASS, whose entire content is known by the Partieswho may withhold it in its sole discretion regardless of reason. 6.1.1. The Shareholders’ Agreement entered into among AG, L.F. TEL and FASS shall not be amended without the prior and express consent of the other signatories of this Agreement. 6.1.2. In case of conflict between the provisions of this Agreement and those of the shareholders’ agreement executed by AG, L.F. TEL and FASS, the provisions of this Agreement shall always prevail. 6.1.3. It is hereby established agreed that the Parties, the Intervening Parties and their parent companies which hold the Controlling Companies thereof, holding common or preferred shares with voting shares right (even if limitedrestrict) of Telemar Participações and of the Relevant Subsidiaries undertake Controlled Companies, agree not to exercise their voting right and to instruct direct their representatives in these such companies not to vote, as the case may be, whenever this in the event that such vote is a determining factor determinant to prevent the approval at in a General Meeting or at in a Meeting Board of Directors’ meeting of the Board of Directors of said respective Relevant Subsidiary of a matter Controlled Companies related to an issue previously approved at in a Preliminary LF Prior Meeting, AG/LF/FASS Prior Meeting or General Meeting of the CompanyPrior Meeting, pursuant to this Agreement. 6.1.2. The Shareholders shall not allow that the Company or LF TEL enter into other voting agreements related to their equity interest in Telemar Participações, strictly in compliance with the provisions of Section 6.1 of the General Shareholders Agreement. 6.2. In Should any of the event any Party Shareholders or its parent their controlling company enters in a process of file for bankruptcy, arrangement with make an assignment for the benefit of their creditors, file a court or out-of-court winding upliquidation, is subject to be under intervention of the public interventionauthorities, or if its dissolution has been resolvedfile for dissolution, all the Affected Shares held by such Party Shareholder shall remain subject to all the sections provisions and terms conditions of this Agreement; however, the exercise of its respective the veto right set forth in this Agreement and the voting rights at right in the Preliminary Meetings Company shall be suspended while for as long as the event (that resulted in this suspension, provided for in this section) that caused this suspension , lasts. 6.2.1. It is also agreed that the instatement and resolution quorums of Preliminary Meetings defined herein shall be observed not considering, for the respective calculation, the interest percentage of the Party whose share voting rights have been suspended, as provided by the terms of Section 12 and/or by determination of the National Agency for Telecommunications (Anatel).

EXERCISE OF THE VOTING RIGHT. 6.1. In addition to the measures set forth in this Agreement, the Parties The Shareholders hereby agree to make use of exercise the voting right related to their the use of the Affected Shares to fully comply with the Agreement hereinShares, and none the Company hereby agrees to exercise its voting right of AG’s shares, for the exact performance of this AG Agreement. Any of the Parties are allowed to enter Shareholders, the Company and AG shall be prohibited from entering into any other voting agreements, except for upon prior and written authorization of the Shareholders’ Agreement executed on this date by AG, L.F. TEL and FASS, whose entire content is known by the Partieswho may withhold it in its sole discretion regardless of reason. 6.1.1. The Shareholders’ Agreement entered into among AG, L.F. TEL and FASS shall not be amended without the prior and express consent of the other signatories of this Agreement. 6.1.2. In case of conflict between the provisions of this Agreement and those of the shareholders’ agreement executed by AG, L.F. TEL and FASS, the provisions of this Agreement shall always prevail. 6.1.3. It is hereby established agreed that the Parties, the Intervening Parties and their parent companies which hold the Controlling Companies thereof, holding common or preferred shares with voting shares right (even if limitedrestrict) of Telemar Participações and of the Relevant Subsidiaries undertake Controlled Companies, agree not to exercise their voting right and to instruct direct their representatives in these such companies not to vote, as the case may be, whenever this in the event that such vote is a determining factor determinant to prevent the approval at in a General Meeting or at in a Meeting Board of Directors’ meeting of the Board of Directors of said respective Relevant Subsidiary of a matter Controlled Companies related to an issue previously approved at in a Preliminary AG Prior Meeting, AG/LF/FASS Prior Meeting or General Meeting of the CompanyPrior Meeting, pursuant to this Agreement. 6.1.2. The Shareholders shall not allow that the Company or AG enter into other voting agreements related to their equity interest in Telemar Participações, strictly in compliance with the provisions of Section 6.1 of the General Shareholders Agreement. 6.2. In Should any of the event any Party Shareholders or its parent their controlling company enters in a process of file for bankruptcy, arrangement with make an assignment for the benefit of their creditors, file a court or out-of-court winding upliquidation, is subject to be under intervention of the public interventionauthorities, or if its dissolution has been resolvedfile for dissolution, all the Affected Shares held by such Party Shareholder shall remain subject to all the sections provisions and terms conditions of this Agreement; however, the exercise of its respective the veto right set forth in this Agreement and the voting rights at right in the Preliminary Meetings Company shall be suspended while for as long as the event (that resulted in this suspension, provided for in this section) that caused this suspension , lasts. 6.2.1. It is also agreed that the instatement and resolution quorums of Preliminary Meetings defined herein shall be observed not considering, for the respective calculation, the interest percentage of the Party whose share voting rights have been suspended, as provided by the terms of Section 12 and/or by determination of the National Agency for Telecommunications (Anatel).

EXERCISE OF THE VOTING RIGHT. 6.1. In addition to the measures set forth in this Agreement, the Parties agree to make use of the voting right related to their Affected Shares to fully comply with the Agreement herein, and none of the Parties are allowed to enter into any other voting agreements, except for the Shareholders’ Agreement executed on this date by AG, L.F. TEL and FASS, whose entire content is known by the Parties. 6.1.1. The Shareholders’ Agreement entered into among AG, L.F. TEL and FASS shall FASSshall not be amended without the prior and express consent of the other signatories othersignatories of this Agreement. 6.1.2. In case of conflict between the provisions of this Agreement and those of the shareholders’ agreement executed by AG, L.F. TEL and FASS, the provisions of provisionsof this Agreement shall always prevail. 6.1.3. It is hereby established that the Parties, the Intervening Parties and their parent companies which hold common or preferred voting shares (even if limited) of Relevant ofRelevant Subsidiaries undertake not to exercise their voting right and to instruct their representatives in these companies not to vote, as the case may be, whenever this vote is a determining factor to prevent the approval at a General Meeting or at a Meeting of the Board of Directors of said Relevant Subsidiary of a matter previously approved at a Preliminary General Meeting of the Company, pursuant to this Agreement. 6.2. In the event any Party or its parent company enters in a process of bankruptcy, arrangement with creditors, court or out-of-court winding up, is subject to public intervention, or if its dissolution has been resolved, all Affected Shares held by such Party shall remain subject to all the sections and terms of this Agreement; however, the exercise of its respective voting rights at the Preliminary Meetings shall be suspended while the event (provided for in this section) that caused this suspension lasts. 6.2.1. It is also agreed that the instatement and resolution quorums of Preliminary Meetings defined herein shall be observed not considering, for the respective calculation, the interest percentage of the Party whose share voting rights have been suspended, as provided by the terms of Section 12 and/or by determination of the National Agency for Telecommunications (Anatel).

EXERCISE OF THE VOTING RIGHT. 6.1. In addition to the measures set forth in this Agreement, the Parties agree to make use of the voting right related to their Affected Shares to fully comply with the Agreement herein, and none of the Parties are allowed to enter into any other voting agreements, except for the Shareholders’ Agreement executed on this date by AG, L.F. TEL and FASS, whose entire content is known by the Parties. 6.1.1. The Shareholders’ Agreement entered into among AG, L.F. TEL and FASS shall not be amended without the prior and express consent of the other signatories of this Agreement. 6.1.2. In case of conflict between the provisions of this Agreement and those of the shareholders’ agreement executed by AG, L.F. TEL and FASS, the provisions of this Agreement shall always prevail. 6.1.3. It is hereby established that the Parties, the Intervening Parties and their parent companies which hold common or preferred voting shares (even if limited) of Relevant Subsidiaries undertake not to exercise their voting right and to instruct their representatives in these companies not to vote, as the case may be, whenever this vote is a determining factor to prevent the approval at a General Meeting or at a Meeting of the Board of Directors of said Relevant Subsidiary of a matter previously approved at a Preliminary General Meeting of the Company, pursuant to this Agreement. 6.2. In the event any Party or its parent company enters in a process of bankruptcy, arrangement with creditors, court or out-of-court winding up, is subject to public intervention, or if its dissolution has been resolved, all Affected Shares held by such Party shall remain subject to all the sections and terms of this Agreement; however, the exercise of its respective voting rights at the Preliminary Meetings shall be suspended while the event (provided for in this section) that caused this suspension lasts. 6.2.1. It is also agreed that the instatement and resolution quorums of Preliminary Meetings defined herein shall be observed not considering, for the respective calculation, the interest percentage of the Party whose share voting rights have been suspended, as provided by the terms of Section 12 and/or by determination of the National Agency for Telecommunications (Anatel).