Common use of Scope of Business of the Company; Synergies Clause in Contracts

Scope of Business of the Company; Synergies. (a) The Shareholders confirm their objective to build the leading wireless and mobile telephone venture in Brazil by operating solely through the Company and otherwise to take, or refrain from taking, any actions in such a manner to permit the Company to fully comply with the Company Growth Principles. (b) The Shareholders also agree that one of the main objectives of the joint venture is to achieve synergies by working together for the development of the Wireless Business of the Company (the “Synergies”). (c) In this connection, the Shareholders agree that as long [***] holds directly or indirectly [***] in cellular and wireless operators [***], the Shareholders shall procure to [***] in the management of the Company of all potential [***] for those cellular and wireless operators as well as for [***] Brazil, provided that [***] to the Company as a result of such actions. The proposed [***] shall be submitted by either Group (the “Proposing Party”): (i) to the management team of the Company through its CEO, which management team shall analyse the matter; or (ii) directly to the Board of Directors. In the event that the management team of the Company or the Board of Directors determines that the proposal requires further analysis, the cost of preparing such additional analysis shall fall upon the Proposing Party. In the event that the matter is submitted first to the management team of the Company and, within thirty (30) days following the proposal of the Proposing Party, such management team fails to consider or rejects such proposal, the Proposing Party shall have the right to submit the proposal (together with such additional analysis considered relevant in order to demonstrate [***] to the Company) to the Board of Directors for final decision by [***]. In the event that, pursuant to the foregoing, a manager authorised to represent the Company approves the proposal or the Board of Directors approves the proposal, the Shareholders shall use reasonable efforts [***] by the Company (and relevant Subsidiaries), provided that, in such event, the Proposing Party shall [***] that may [***] to the Company (or any such Subsidiaries) as a result of [***]. (d) The identification and use of the most appropriate brand will be made by mutual agreement between TEM and PT Móveis and may be used by the TEF Group or the PT Group anywhere. The Parties agree that in the event of [***], the brand thus identified to be used by the Company will be [***] (or of the [***] they may agree); but [***].

Scope of Business of the Company; Synergies. (a) The Shareholders confirm their objective to build the leading wireless and mobile telephone venture in Brazil by operating solely through the Company and otherwise to take, or refrain from taking, any actions in such a manner to permit the Company to fully comply with the Company Growth Principles. (b) The Shareholders also agree that one of the main objectives of the joint venture is to achieve synergies by working together for the development of the Wireless Business of the Company (the “Synergies”). (c) In this connection, the Shareholders agree that as long as the [***] holds directly or indirectly [***] in cellular and wireless operators in [***], the Shareholders shall procure to [***] in the management of the Company of all potential [***] Synergies for those cellular and wireless operators as well as for [***] Brazil, provided that [***] to the Company as a result of such actions. The proposed [***] shall be submitted by either Group (the “Proposing Party”): (i) to the management team of the Company Subsidiaries through its CEO, which management team who shall analyse the matter; or (ii) directly to the Board of DirectorsSupervisory Board. In the event that the management team of the Company Subsidiaries or the Supervisory Board of Directors determines that the proposal requires further analysis, the cost of preparing such additional analysis shall fall upon the Proposing Party. In the event that the matter is submitted first to the management managing team of the Company Subsidiaries and, within thirty (30) days following the proposal of the Proposing Party, such management team of the Subsidiaries fails to consider or rejects such proposal, the Proposing Party shall have the right to submit the proposal (together with such additional analysis considered relevant in order to demonstrate [***] to the Company) directly to the Supervisory Board of Directors for final decision by [***]. In the event that, pursuant to the foregoing, a manager authorised to represent the Company Subsidiaries approves the proposal or the Supervisory Board of Directors approves the proposal, the Shareholders shall use reasonable efforts [***] by the Company (and relevant Subsidiaries), provided that, in such event, the Proposing Party shall [***] that may [***] to the Company (or any such Subsidiaries) as a result of [***]. (d) The identification VIVO is the brand that has been chosen by both Shareholders and use of that it is currently being used by the most appropriate brand will be made by mutual agreement between TEM and PT Móveis Subsidiaries, and may be used by the TEF Group or the PT Group anywhere. The Parties agree that in the event of [***], the VIVO brand thus identified to be used by the Company will be [***] (or of the [***] they may agree); , but [***].