Common use of Oi’s Representations and Warranties Clause in Contracts

Oi’s Representations and Warranties. Oi, PT Finance, PT Holding and CorpCo hereby represent and warrant to PT SGPS that Oi, CorpCo, PT Finance and PT Holding have obtained all the approvals needed to execute this Agreement, including (i) the approval, with Bratel Brasil S.A.’s abstention from the vote, of the transactions provided for in this Agreement at a prior meeting (reunião prévia) of the shareholders of Telemar Participações, under the terms of the Telemar Participações Shareholders’ Agreement executed by Axxxxxx Xxxxxxxxx S.A., BNDES Participações S.A. – BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais – FUNCEF, Fundação Petrobras de Seguridade Social – PXXXXX, XX Tel, Bratel Brasil, Telemar Participações and PT SGPS, dated April 25, 2008, as amended on January 25, 2011 and on February 19, 2014 (the “Telemar Participações Shareholders’ Agreement”); and (ii) the approval of the transactions provided for in this Agreement by the Board of Directors of Oi. 3.2.1 For the avoidance of doubt, Oi, PT Finance and PT Holding shall take no responsibility, in any way or by any means, or at any time, for the existence, formalization, validity, solvency of the issuer, any guarantors, or even for the existence of liens, restrictions or any other Encumbrances on the Securities either existing prior to or on the date of their contribution to Oi’s capital stock, or at any time, including after such date, except the Encumbrances voluntarily constituted by PT Finance or PT Holding as from July 15, 2014, and no responsibility stemming, directly or indirectly, from holding and preserving the Securities, or from transferring such Securities pursuant to the Exchange, shall be imputed to them. CLAUSE 4

Oi’s Representations and Warranties. Oi, PT Finance, PT Holding and CorpCo hereby represent and warrant to PT SGPS that Oi, CorpCo, PT Finance and PT Holding have obtained all the approvals needed to execute this Agreement, including (i) the approval, with Bratel Brasil S.A.’s abstention from the vote, of the transactions provided for in this Agreement at a prior meeting (reunião prévia) of the shareholders of Telemar Participações, under the terms of the Telemar Participações Shareholders’ Agreement executed by Axxxxxx Xxxxxxxxx S.A., BNDES Participações S.A. – — BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil – — PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais – - FUNCEF, Fundação Petrobras de Seguridade Social – — PXXXXX, XX Tel, Bratel Brasil, Telemar Participações and PT SGPS, dated April 25, 2008, as amended on January 25, 2011 and on February 19, 2014 (the “Telemar Participações Shareholders’ Agreement”); and (ii) the approval of the transactions provided for in this Agreement by the Board of Directors of Oi. 3.2.1 For the avoidance of doubt, Oi, PT Finance and PT Holding shall take no responsibility, in any way or by any means, or at any time, for the existence, formalization, validity, solvency of the issuer, any guarantors, or even for the existence of liens, restrictions or any other Encumbrances on the Securities either existing prior to or on the date of their contribution to Oi’s capital stock, or at any time, including after such date, except the Encumbrances voluntarily constituted by PT Finance or PT Holding as from July 15, 2014, and no responsibility stemming, directly or indirectly, from holding and preserving the Securities, or from transferring such Securities pursuant to the Exchange, shall be imputed to them. CLAUSE 4.

Oi’s Representations and Warranties. Oi, PT Finance, PT Holding and CorpCo hereby represent and warrant to PT SGPS that Oi, CorpCo, PT Finance and PT Holding have obtained all the approvals needed to execute this Agreement, including (i) the approval, with Bratel Brasil S.A.’s abstention from the vote, of the transactions provided for in this Agreement at a prior meeting (reunião prévia) of the shareholders of Telemar Participações, under the terms of the Telemar Participações Shareholders’ Agreement executed by Axxxxxx Xxxxxxxxx S.A., BNDES Participações S.A. – — BNDESPAR, Caixa de Previdência dos Funcionários do Banco do Brasil – — PREVI, Fundação Atlântico de Seguridade Social, Fundação dos Economiários Federais – - FUNCEF, Fundação Petrobras de Seguridade Social – — PXXXXX, XX Tel, Bratel Bxxxxx Brasil, Telemar Participações and PT SGPS, dated April 25, 2008, as amended on January 25, 2011 and on February 19, 2014 (the “Telemar Participações Shareholders’ Agreement”); and (ii) the approval of the transactions provided for in this Agreement by the Board of Directors of Oi. 3.2.1 For the avoidance of doubt, Oi, PT Finance and PT Holding shall take no responsibility, in any way or by any means, or at any time, for the existence, formalization, validity, solvency of the issuer, any guarantors, or even for the existence of liens, restrictions or any other Encumbrances on the Securities either existing prior to or on the date of their contribution to Oi’s capital stock, or at any time, including after such date, except the Encumbrances voluntarily constituted by PT Finance or PT Holding as from July 15, 2014, and no responsibility stemming, directly or indirectly, from holding and preserving the Securities, or from transferring such Securities pursuant to the Exchange, shall be imputed to them. CLAUSE 4.