Common use of Shareholders Meetings Clause in Contracts

Shareholders Meetings. Except in the special cases provided for by law and in this Section, the resolutions of the Company’s Shareholders Meeting shall be taken by majority of votes of the attending parties, and blank votes shall not be computed. 3.1.1. The following resolutions shall be taken by affirmative vote of the Shareholders holding more than eighty-three percent (83%) of the Affected Shares of the Company: (i) approval and change of the annual budget and the annual investment plans of the Company and LF TEL; 3.1.2. The following resolutions shall be taken by affirmative vote of the Shareholders holding more than ninety percent (90%) of the Affected Shares of the Company: (i) granting by the Company or by LF TEL of guarantee of any nature in respect of third party obligations in an amount exceeding fifty million Reais (R$50,000,000.00), except in favor of the Relevant Controlled Companies; and (ii) approval of any loan, financing or other agreement creating an obligation on the Company or on LF TEL in an amount exceeding fifty million Reais (R$50,000,000.00), except for renewal or refinancing of financial commitments of LF TEL already assumed as of the date of this Agreement, and so long as such obligations do not imply in the granting of additional guarantees. 3.1.2.1. In order to verify the issues that must be submitted to the Shareholders Meeting under subsections (i) and (ii) of this Section 3.1.2, the amounts fixed in such provisions shall be adjusted from January 1, 2011 to the date of the convening of the Shareholders Meeting that shall resolve on such issues, according to the variation of the General Market Price Index (IGP-M) published by Xxxxxxx Xxxxxx Foundation (FGV) (or, if the IGP-M Index ceases to be published, according to any other price index that may substitute the latter). 3.1.3. The following resolutions shall be taken by affirmative vote of the Shareholders holding all Affected Shares of the Company: (i) amendment to the AG/LF/FASS Shareholders Agreement or to the General Shareholders Agreement; (ii) capital increase of the Company or LF TEL upon issuance of shares, except if it is proposed for (i) providing LF TEL with the necessary funds to pay the price for the acquisition or subscription of new shares and/or rights to subscribe for new shares issued by Telemar Participações; and/or (ii) meeting financial commitments of LF TEL already assumed as of the date hereof or new financial commitments substituting the latter, or financial commitments of the Company or AG that may be assumed upon approval of the Shareholders Meeting, whenever such approval is required under this Agreement; (iii) issuance or sale of any securities of the Company or LF TEL convertible into shares, including, but without limitation, debentures convertible into shares, warrants or options to purchase or subscribe for shares; (iv) creation of preferred shares issued by the Company or LF TEL, or increase of class of existing preferred shares on a non-proportional basis with the other classes of preferred shares, and change of preferences, advantages and conditions of redemption or amortization of one or more classes of preferred shares, or creation of less favored new class; (v) execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and the Shareholders or its Related Parties or its respective managers on the other part, except as provided for in Section 13.3; (vi) execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and AG, its Related Parties and its respective managers on the other part; (vii) execution of any agreement and/or any transaction between the Company, on the one part, and its Relevant Controlled Companies on the other part; (viii) granting by the Company or by LF TEL of guarantee of any nature or payment of any amount in respect of third party obligations, except in favor of the Relevant Controlled Companies; (ix) making by the Company or LF TEL of a public offering for distribution of shares, convertible debentures or any other securities convertible into, exchangeable by, or conferring rights to acquire shares issued by the Company or LF TEL, as well as admission of such securities for trading in stock exchange; (x) split or reverse split of shares, redemption or purchase of shares to be canceled or kept as treasury shares, or creation of founder’s shares issued by the Company or LF TEL; (xi) amendment to the Bylaws of the Company and LF TEL as provided for in Exhibit 1.1(u); (xii) the conduction of any activity other than those expressly provided for in Section 2.1.1 above and other than within the scope of the business purpose of the Company and LF TEL; (xiii) spin-off, consolidation, merger of the Company or LF TEL, or acquisition of shares of the Company or LF TEL by other company or from another entity or other company or its shares by the Company or by LF TEL, transformation of the Company into another type of company; (xiv) disposal or transfer in any way of, or creation of any Lien on, or waiver of Subscription Right in any way to, whether directly or indirectly, shares of the capital stock of LF TEL or rights attached therein or resulting therefrom; (xv) acquisition (by purchase or subscription or otherwise) by the Company of any equity interest or options or other rights attached to Equity Interests, except only Equity Interests issued by LF TEL; (xvi) liquidation or dissolutions of the Company or LF TEL; and (xvii) holding by the Company or LF TEL of equity interest in a group of companies. 3.1.4. If the quorum required for the approval of the issues reported in Sections 3.1.1 to 3.1.3, as applicable, of this LF Shareholders Agreement, is not reached at any Shareholders Meeting in respect of the Company or LF TEL, as applicable, the issue shall be deemed not approved. 3.1.4.1. The resolutions of the Shareholders Meetings of the Company taken as provided for in this Section 3 shall be binding upon the vote of the Company on all the resolutions of the Shareholders Meetings of LF TEL. The Company and LF TEL may not take any measure or perform any act that is required to be previously approved by the Shareholders Meeting under Sections 3.1.1 to 3.1.3 above without such approval being previously obtained, subject to the required quorum provided for thereunder, at the Shareholders Meeting of the Company convened and held as provided for in this Section 3. The Officers of LF TEL may not approve, and shall take all measures necessary to not allow the approval at the Shareholders Meetings of LF TEL, of any issues set forth in Sections 3.1.1 to 3.1.3, as applicable, without prior resolution is expressly taken thereon by the Shareholders Meeting of the Company under this Section 3. 3.1.5. The Shareholders Meetings shall be convened by the Chief Executive Officer of the Company whenever he deems it convenient or necessary, and also at request of any of the Shareholders of the Company representing at least five percent (5%) of the capital stock of the Company, within no longer than five (5) Business Days after the receipt of such request, which shall be accompanied with a description of the issues to be discussed and resolved at the Shareholders Meeting. 3.1.6. Without prejudice to other formalities required by the applicable law, the Shareholders of the Company shall be called to attend the Shareholders Meetings upon call notice sent in writing as provided for in Section XX of this LF Shareholders Agreement at least eight (8) days before the date scheduled for the meeting, provided that the call notice shall be accompanied with all information and documents relating to the agenda of the meeting. Any Shareholders Meeting attended by all Shareholders shall be deemed validly convened, regardless of sending of call notice as required under this Section. 3.1.7. The chairman of the Shareholders Meetings shall be the Chief Executive Officer of the Company and the secretary shall be a Shareholder appointed by the majority of the attending Shareholders, provided that the Chairman of the Meeting shall not register any resolution taken in breach of the provisions of this LF Shareholders Agreement, as provided for in Article 118 of the Corporation Law. 3.1.8. The Shareholders agree to vote for the distribution, as dividends, of the total profits of LF TEL and the Company remaining after the legal deductions, the contributions required to the creation and maintenance of the legal and statutory reserves, and the contributions that may be necessary for expenses, payment of debts (including in respect of commitments assumed by AG under the Debenture Deed) and the respective charges accruing thereon, or to make the investments under the Company’s annual budget approved under Section 3.1 above. The Shareholders shall vote for the convening of a Shareholders Meeting of the Company and LF TEL to resolve on the distribution of the dividends as soon as they are received from Telemar Participações, from LF TEL, or by virtue of the other Equity Interests owned by the Company. Except as otherwise resolved by the shareholders holding all Affected Shares of the Company, profits of the Company may not be allocated nor options to buy shares granted to any third party, including managers and employees. 3.1.9. Except as otherwise unanimously resolved by the Shareholders, the price for issuance of new shares of the capital stock of the Company or LF TEL, as applicable, shall be fixed based on the Fair Market Value as provided for in Exhibit 3.1.9 (“Fair Market Value”). 3.1.10. If XX XXXXX or Portugal Telecom understand that LF TEL, based on its future cash flow and other financial information available, will not have sufficient funds to comply with its obligations under the Debenture Deed, XX XXXXX or Portugal Telecom may send notice to each other for them to jointly identify alternatives for the case and take the preventive measures necessary to avoid default of said obligations. Such preventive measures may include, without limitation, renegotiation of LF TEL’s obligations, indebtedness and/or disposal of assets (except shares issued by Telemar Participações), and AG LTDA. shall determine which measure(s) shall be adopted by the Company and by AG to avoid default under the Debenture Deed, without prejudice to compliance with the applicable provisions of this LF Shareholders Agreement, including, if applicable, submission of the proposed measure(s) to the Shareholders Meeting for resolution, subject to the quorum required for the taken of such resolutions provided for in Sections 3.1.1 to 3.1.3 of this LF Agreement. 3.1.10.1. If the measures proposed by XX XXXXX are insufficient to cure the default or may not be definitely taken at least thirty (30) days before the due date of LF TEL’s obligation, Portugal Telecom shall be entitled (but not required) to propose the holding of a Shareholders Meeting of the Company to approve an increase in the capital of the Company in the amount necessary for the Company, upon the subsequent capitalization of LF TEL, to provide LF TEL with the funds necessary for payment of the obligations under the Debenture Deed. The amount of the capital increase shall be limited to the amount necessary for the fulfillment of the financial commitments assumed under the Debenture Deed. 3.1.10.2. If the Shareholders Meeting of the Company for the approval of the capital increase referred to in Section 3.1.10.1 is requested by Portugal Telecom, XX XXXXX shall cause the Shareholders Meeting of Company and LF TEL to be convened and held within the fifteen (15) days after such request, and XX XXXXX and Portugal Telecom shall attend the Shareholders Meeting of the Company, and the Company shall attend the Shareholders Meeting of LF TEL, an both shall vote for the approval of the capital increase upon issuance of common and/or preferred shares, all on a proportional basis to the capital ownership existing at the time of said Shareholders Meeting, except if other proportion is approved by mutual agreement of the Parties. 3.1.10.3. The Parties agree that the issuance price of the shares to be issued upon the capital increase under this Section 3.1.10.1 shall be equal to the Fair Market Value of the Company’s Shares. 3.1.10.4. If Portugal Telecom proposes the capital increase provided for in this Section 3.1.10.1, Portugal Telecom irrevocably and irreversibly agree to subscribe for all shares of Company to be issued by virtue of the capital increase if the other shareholders do not want to exercise their applicable preemptive right. In such case, Portugal Telecom may not subscribe for shares to the point of holding fifty percent (50%) or more of the voting shares issued by the Company; thus, if necessary, the Shareholders shall determine that (non-voting) preferred shares and common shares be issued in order to maintain the equity interest of Portugal Telecom at a percentage of no more than forty-nine point ninety percent (49.90%) of the Company’s voting capital. 3.1.10.5. The Shareholders shall, as of the date of the full payment of the capital increase under section 3.1.10.1 above, cause the Company to allocate and use all the subscription price received to pay all obligations of LF TEL under the Debenture Deed and avoid the acceleration of the maturity of the second-issue debentures of AG TELECOM, including, if applicable, to avoid the foreclosure of the Pledge Agreement. 3.1.11. Without prejudice to Section 3.1, the execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and (i) XX XXXXX or its Related Parties and its respective managers and/or its Relevant Controlled Companies, on the other part; or (ii) AG PASA, AG, their Related Parties or their respective managers, on the other part, shall be made on an arm’s length basis and according to usual market conditions, and there shall be no conditions less favorable to the Company or to LF TEL than those that they could have obtained before third parties.

Shareholders Meetings. Except in the special cases provided for by law and in this Section, the resolutions of the Company’s Shareholders Meeting shall be taken by majority of votes of the attending parties, and blank votes shall not be computed. 3.1.1. The following resolutions shall be taken by affirmative vote of the Shareholders holding more than eighty-three percent (83%) of the Affected Shares of the Company: (i) approval and change of the annual budget and the annual investment plans of the Company and LF TELAG; 3.1.2. The following resolutions shall be taken by affirmative vote of the Shareholders holding more than ninety percent (90%) of the Affected Shares of the Company: (i) granting by the Company or by LF TEL AG of guarantee of any nature in respect of third party obligations in an amount exceeding fifty million Reais (R$50,000,000.00), except in favor of the Relevant Controlled Companies; and (ii) approval of any loan, financing or other agreement creating an obligation on the Company or on LF TEL AG in an amount exceeding fifty million Reais (R$50,000,000.00), except for renewal or refinancing of financial commitments of LF TEL AG already assumed as of the date of this Agreement, and so long as such obligations do not imply in the granting of additional guarantees. 3.1.2.1. In order to verify the issues that must be submitted to the Shareholders Meeting under subsections (i) and (ii) of this Section 3.1.2, the amounts fixed in such provisions shall be adjusted from January 1, 2011 to the date of the convening of the Shareholders Meeting that shall resolve on such issues, according to the variation of the General Market Price Index (IGP-M) published by Xxxxxxx Xxxxxx Foundation (FGV) (or, if the IGP-M Index ceases to be published, according to any other price index that may substitute the latter). 3.1.3. The following resolutions shall be taken by affirmative vote of the Shareholders holding all Affected Shares of the Company: (i) amendment to the AG/LF/FASS Shareholders Agreement or to the General Shareholders Agreement; (ii) capital increase of the Company or LF TEL AG upon issuance of shares, except if it is proposed for (i) providing LF TEL AG with the necessary funds to pay the price for the acquisition or subscription of new shares and/or rights to subscribe for new shares issued by Telemar Participações; and/or (ii) meeting financial commitments of LF TEL AG already assumed as of the date hereof or new financial commitments substituting the latter, or financial commitments of the Company or AG that may be assumed upon approval of the Shareholders Meeting, whenever such approval is required under this Agreement; (iii) issuance or sale of any securities of the Company or LF TEL AG convertible into shares, including, but without limitation, debentures convertible into shares, warrants or options to purchase or subscribe for shares; (iv) creation of preferred shares issued by the Company or LF TELAG, or increase of class of existing preferred shares on a non-proportional basis with the other classes of preferred shares, and change of preferences, advantages and conditions of redemption or amortization of one or more classes of preferred shares, or creation of less favored new class; (v) execution of any agreement and/or any transaction between the Company or LF TELAG, on the one part, and the Shareholders or its Related Parties or its respective managers on the other part, except as provided for in Section 13.3; (vi) execution of any agreement and/or any transaction between the Company or LF TELAG, on the one part, and AGLF TEL, its Related Parties and its respective managers on the other part; (vii) execution of any agreement and/or any transaction between the Company, on the one part, and its Relevant Controlled Companies on the other part; (viii) granting by the Company or by LF TEL AG of guarantee of any nature or payment of any amount in respect of third party obligations, except in favor of the Relevant Controlled Companies; (ix) making by the Company or LF TEL AG of a public offering for distribution of shares, convertible debentures or any other securities convertible into, exchangeable by, or conferring rights to acquire shares issued by the Company or LF TELAG, as well as admission of such securities for trading in stock exchange; (x) split or reverse split of shares, redemption or purchase of shares to be canceled or kept as treasury shares, or creation of founder’s shares issued by the Company or LF TELAG; (xi) amendment to the Bylaws of the Company and LF TEL AG as provided for in Exhibit 1.1(u); (xii) the conduction of any activity other than those expressly provided for in Section 2.1.1 above and other than within the scope of the business purpose of the Company and LF TELAG; (xiii) spin-off, consolidation, merger of the Company or LF TELAG, or acquisition of shares of the Company or LF TEL AG by other company or from another entity or other company or its shares by the Company or by LF TELAG, transformation of the Company into another type of company; (xiv) disposal or transfer in any way of, or creation of any Lien on, or waiver of Subscription Right in any way to, whether directly or indirectly, shares of the capital stock of LF TEL AG or rights attached therein or resulting therefrom; (xv) acquisition (by purchase or subscription or otherwise) by the Company of any equity interest or options or other rights attached to Equity Interests, except only Equity Interests issued by LF TELAG; (xvi) liquidation or dissolutions of the Company or LF TELAG; and (xvii) holding by the Company or LF TEL AG of equity interest in a group of companies. 3.1.4. If the quorum required for the approval of the issues reported in Sections 3.1.1 to 3.1.3, as applicable, of this LF AG Shareholders Agreement, is not reached at any Shareholders Meeting in respect of the Company or LF TELAG, as applicable, the issue shall be deemed not approved. 3.1.4.1. The resolutions of the Shareholders Meetings of the Company taken as provided for in this Section 3 shall be binding upon the vote of the Company on all the resolutions of the Shareholders Meetings of LF TELAG. The Company and LF TEL AG may not take any measure or perform any act that is required to be previously approved by the Shareholders Meeting under Sections 3.1.1 to 3.1.3 above without such approval being previously obtained, subject to the required quorum provided for thereunder, at the Shareholders Meeting of the Company convened and held as provided for in this Section 3. The Officers of LF TEL AG may not approve, and shall take all measures necessary to not allow the approval at the Shareholders Meetings of LF TELAG, of any issues set forth in Sections 3.1.1 to 3.1.3, as applicable, without prior resolution is expressly taken thereon by the Shareholders Meeting of the Company under this Section 3. 3.1.5. The Shareholders Meetings shall be convened by the Chief Executive Officer of the Company whenever he deems it convenient or necessary, and also at request of any of the Shareholders of the Company representing at least five percent (5%) of the capital stock of the Company, within no longer than five (5) Business Days after the receipt of such request, which shall be accompanied with a description of the issues to be discussed and resolved at the Shareholders Meeting. 3.1.6. Without prejudice to other formalities required by the applicable law, the Shareholders of the Company shall be called to attend the Shareholders Meetings upon call notice sent in writing as provided for in Section XX of this LF AG Shareholders Agreement at least eight (8) days before the date scheduled for the meeting, provided that the call notice shall be accompanied with all information and documents relating to the agenda of the meeting. Any Shareholders Meeting attended by all Shareholders shall be deemed validly convened, regardless of sending of call notice as required under this Section. 3.1.7. The chairman of the Shareholders Meetings shall be the Chief Executive Officer of the Company and the secretary shall be a Shareholder appointed by the majority of the attending Shareholders, provided that the Chairman of the Meeting shall not register any resolution taken in breach of the provisions of this LF AG Shareholders Agreement, as provided for in Article 118 of the Corporation Law. 3.1.8. The Shareholders agree to vote for the distribution, as dividends, of the total profits of LF TEL AG and the Company remaining after the legal deductions, the contributions required to the creation and maintenance of the legal and statutory reserves, and the contributions that may be necessary for expenses, payment of debts (including in respect of commitments assumed by AG under the Debenture Deed) and the respective charges accruing thereon, or to make the investments under the Company’s annual budget approved under Section 3.1 above. The Shareholders shall vote for the convening of a Shareholders Meeting of the Company and LF TEL AG to resolve on the distribution of the dividends as soon as they are received from Telemar Participações, from LF TELAG, or by virtue of the other Equity Interests owned by the Company. Except as otherwise resolved by the shareholders holding all Affected Shares of the Company, profits of the Company may not be allocated nor options to buy shares granted to any third party, including managers and employees. 3.1.9. Except as otherwise unanimously resolved by the Shareholders, the price for issuance of new shares of the capital stock of the Company or LF TELAG, as applicable, shall be fixed based on the Fair Market Value as provided for in Exhibit 3.1.9 (“Fair Market Value”). 3.1.10. If XX XXXXX AG LTDA. or Portugal Telecom understand that LF TELAG, based on its future cash flow and other financial information available, will not have sufficient funds to comply with its obligations under the Debenture Deed, XX XXXXX AG LTDA. or Portugal Telecom may send notice to each other for them to jointly identify alternatives for the case and take the preventive measures necessary to avoid default of said obligations. Such preventive measures may include, without limitation, renegotiation of LF TELAG’s obligations, indebtedness and/or disposal of assets (except shares issued by Telemar Participações), and AG LTDA. shall determine which measure(s) shall be adopted by the Company and by AG to avoid default under the Debenture Deed, without prejudice to compliance with the applicable provisions of this LF AG Shareholders Agreement, including, if applicable, submission of the proposed measure(s) to the Shareholders Meeting for resolution, subject to the quorum required for the taken of such resolutions provided for in Sections 3.1.1 to 3.1.3 of this LF AG Agreement. 3.1.10.1. If the measures proposed by XX XXXXX AG LTDA. are insufficient to cure the default or may not be definitely taken at least thirty (30) days before the due date of LF TELAG’s obligation, Portugal Telecom shall be entitled (but not required) to propose the holding of a Shareholders Meeting of the Company to approve an increase in the capital of the Company in the amount necessary for the Company, upon the subsequent capitalization of LF TELAG, to provide LF TEL AG with the funds necessary for payment of the obligations under the Debenture Deed. The amount of the capital increase shall be limited to the amount necessary for the fulfillment of the financial commitments assumed under the Debenture Deed. 3.1.10.2. If the Shareholders Meeting of the Company for the approval of the capital increase referred to in Section 3.1.10.1 is requested by Portugal Telecom, XX XXXXX AG LTDA. shall cause the Shareholders Meeting of Company and LF TEL AG to be convened and held within the fifteen (15) days after such request, and XX XXXXX AG LTDA. and Portugal Telecom shall attend the Shareholders Meeting of the Company, and the Company shall attend the Shareholders Meeting of LF TELAG, an both shall vote for the approval of the capital increase upon issuance of common and/or preferred shares, all on a proportional basis to the capital ownership existing at the time of said Shareholders Meeting, except if other proportion is approved by mutual agreement of the Parties. 3.1.10.3. The Parties agree that the issuance price of the shares to be issued upon the capital increase under this Section 3.1.10.1 shall be equal to the Fair Market Value of the Company’s Shares. 3.1.10.4. If Portugal Telecom proposes the capital increase provided for in this Section 3.1.10.1, Portugal Telecom irrevocably and irreversibly agree to subscribe for all shares of Company to be issued by virtue of the capital increase if the other shareholders do not want to exercise their applicable preemptive right. In such case, Portugal Telecom may not subscribe for shares to the point of holding fifty percent (50%) or more of the voting shares issued by the Company; thus, if necessary, the Shareholders shall determine that (non-voting) preferred shares and common shares be issued in order to maintain the equity interest of Portugal Telecom at a percentage of no more than forty-nine point ninety percent (49.90%) of the Company’s voting capital. 3.1.10.5. The Shareholders shall, as of the date of the full payment of the capital increase under section 3.1.10.1 above, cause the Company to allocate and use all the subscription price received to pay all obligations of LF TEL AG under the Debenture Deed and avoid the acceleration of the maturity of the second-issue debentures of AG TELECOM, including, if applicable, to avoid the foreclosure of the Pledge Agreement. 3.1.11. Without prejudice to Section 3.1, the execution of any agreement and/or any transaction between the Company or LF TELAG, on the one part, and (i) XX XXXXX AG LTDA. or its Related Parties and its respective managers and/or its Relevant Controlled Companies, on the other part; or (ii) AG PASALF, AGLF TEL, their Related Parties or their respective managers, on the other part, shall be made on an arm’s length basis and according to usual market conditions, and there shall be no conditions less favorable to the Company or to LF TEL AG than those that they could have obtained before third parties.

Shareholders Meetings. Except in (a) The following matters shall be subject to deliberation at the special cases provided for by law shareholders’ meeting of the Company and in this Section, order to be passed shall require the resolutions of the Company’s Shareholders Meeting shall be taken by majority of votes of the attending parties, and blank votes shall not be computed. 3.1.1. The following resolutions shall be taken by affirmative vote of the Shareholders holding more than eighty-three percent Equinix (83%) for so long as Equinix is a 20% Shareholder), and of the Affected Shares of the Company:RW FIP (for so long as RW FIP is a 20% Shareholder): (i) approval and change of the annual budget and the annual investment plans of the Company and LF TEL; 3.1.2. The following resolutions shall be taken by affirmative vote of the Shareholders holding more than ninety percent (90%) of the Affected Shares of the Company: (i) granting by any transaction between the Company or by LF TEL any of guarantee of any nature in respect of third party obligations in an amount exceeding fifty million Reais (R$50,000,000.00)its Subsidiaries, except in favor of the Relevant Controlled Companies; and (ii) approval of any loan, financing or other agreement creating an obligation on the Company one hand, and Equinix, RW FIP, or any of their Affiliates, on LF TEL in an amount exceeding fifty million Reais (R$50,000,000.00)the other hand, except for renewal or refinancing of financial commitments of LF TEL already assumed as of the date of this Agreement, and so long as such obligations do not imply acts described in the granting of additional guarantees. 3.1.2.1. In order to verify the issues that must be submitted to the Shareholders Meeting under subsections (i) and (ii) of this Section 3.1.2, the amounts fixed in such provisions shall be adjusted from January 1, 2011 to the date of the convening of the Shareholders Meeting that shall resolve on such issues, according to the variation of the General Market Price Index (IGP-M) published by Xxxxxxx Xxxxxx Foundation (FGV) (or, if the IGP-M Index ceases to be published, according to any other price index that may substitute the latter). 3.1.3. The following resolutions shall be taken by affirmative vote of the Shareholders holding all Affected Shares of the Company: (i) amendment to the AG/LF/FASS Shareholders Agreement or to the General Shareholders Agreement2.03 below; (ii) capital increase any liquidation, dissolution, commencement of bankruptcy, reorganization or similar proceedings with respect to the Company or LF TEL upon issuance any of shares, except if it is proposed for (i) providing LF TEL with the necessary funds to pay the price for the acquisition or subscription of new shares and/or rights to subscribe for new shares issued by Telemar Participações; and/or (ii) meeting financial commitments of LF TEL already assumed as of the date hereof or new financial commitments substituting the latter, or financial commitments of the Company or AG that may be assumed upon approval of the Shareholders Meeting, whenever such approval is required under this Agreementits Subsidiaries; (iii) approval of the annual budget of the Company and its Subsidiaries (the “Annual Budget”); (iv) capital expenditures in excess of the greater of (i) the amount set forth in the Annual Budget and (ii) [****]; (v) any creation, incurrence or assumption of indebtedness of the Company or any of its Subsidiaries (x) in excess of R$10,000,000 in any fiscal year, or (y) such that aggregate indebtedness of the Company and its Subsidiaries on a consolidated basis, at any time outstanding, exceeds R$30,000,000; (vi) any issuance of capital stock of the Company or sale any of its Subsidiaries in excess of R$5,000,000 per annum excluding (i) the issuance of Shares upon the exercise of options issued pursuant to any plan or arrangement, (ii) the issuance of Company Securities, if any, to fund the Company’s obligation to pay the “Additional and Conditional Purchase Price” pursuant to the Share Purchase Agreement and Other Covenants entered into on February 9, 2011 among Fundo Mútuo de Investimento em Empresas Emergentes – Xxxxxxx XX, the Management ALOG Shareholders, Alexandre Xxx Xxxxxxx, Xxxxxx Xxxxxx xx Xxxxxxxx, Xxxx da Costa Xxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Alessandra Xxxxxxx, Xxxxxx Xxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxx dos Xxxxxx Xxxx, Tecinvest Ltd., Stratus Corp., Winterpark Intl. Corp, Xxxxxxx Xxxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx and the Company (the “Share Purchase Agreement”) and (iii) from and after May 1, 2016, in connection with the IPO; (vii) the establishment of any option plan or arrangement of the Company or any of its Subsidiaries; (viii) before May 1, 2016, the IPO; (ix) the declaration of any dividend on or the making of any distribution with respect to, or the redemption, repurchase or other acquisition of, any securities of the Company or LF TEL convertible into sharesany of its Subsidiaries, including, but without limitation, debentures convertible into shares, warrants or options to purchase or subscribe for shares; (iv) creation of preferred shares issued by the Company or LF TELany of its Subsidiaries except as expressly permitted by this Agreement; **** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR REDACTED PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS ****. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (x) any amendment to the Charter or any adoption of or amendment to any similar organizational document of any of the Company’s Subsidiaries; or (xi) any acquisition or sale, transfer, lease, pledge or other disposition (whether by merger, consolidation or other business combination transaction, or increase other form of class of existing preferred shares on a non-proportional basis with the other classes of preferred shares, and change of preferences, advantages and conditions of redemption or amortization of one or more classes of preferred shares, or creation of less favored new class; (vtransaction) execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and the Shareholders or its Related Parties or its respective managers on the other part, except as provided for in Section 13.3; (vi) execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and AG, its Related Parties and its respective managers on the other part; (vii) execution of any agreement and/or any transaction between the Company, on the one part, and its Relevant Controlled Companies on the other part; (viii) granting by the Company or by LF TEL any of guarantee its Subsidiaries of any nature assets, businesses, interests, properties or payment securities, in a single transaction or a series of any amount related transactions, with a value in respect the aggregate in excess of third party obligations, except in favor R$5,000,000 (regardless of the Relevant Controlled Companies; (ix) making by the Company or LF TEL of a public offering for distribution of shares, convertible debentures or any other securities convertible into, exchangeable by, or conferring rights to acquire shares issued by the Company or LF TEL, as well as admission form of such securities for trading in stock exchange; (x) split or reverse split of sharesconsideration), redemption or purchase of shares to be canceled or kept as treasury shares, or creation of founder’s shares issued by the Company or LF TEL; (xi) amendment to the Bylaws of the Company and LF TEL as provided for in Exhibit 1.1(u); (xii) the conduction of any activity other than those expressly a Fundamental Transaction; provided for in Section 2.1.1 above and other than within that the scope of the business purpose of the Company and LF TEL; (xiii) spin-off, consolidation, parties hereto agree that any merger of the Company or LF TEL, or acquisition of shares of the Company or LF TEL by other company or from another entity or other company or its shares by the Company or by LF TEL, transformation consolidation of the Company into another type or with any of company; (xiv) disposal or transfer in any way of, or creation of any Lien on, or waiver of Subscription Right in any way to, whether directly or indirectly, shares of the capital stock of LF TEL or rights attached therein or resulting therefrom; (xv) acquisition (by purchase or subscription or otherwise) by the Company of any equity interest or options or other rights attached to Equity Interests, except only Equity Interests issued by LF TEL; (xvi) liquidation or dissolutions of the Company or LF TEL; and (xvii) holding by the Company or LF TEL of equity interest in a group of companies. 3.1.4. If the quorum required for its Subsidiaries shall require the approval of the issues reported in Sections 3.1.1 to 3.1.3, affirmative vote of Equinix (for so long as applicable, Equinix is a 20% Shareholder) and of this LF Shareholders Agreement, RW FIP (for so long as RW FIP is not reached at any Shareholders Meeting in respect a 20% Shareholder) regardless of the Company or LF TEL, as applicable, the issue shall be deemed not approved. 3.1.4.1. The resolutions of the Shareholders Meetings of the Company taken as provided for in this Section 3 shall be binding upon the vote of the Company on all the resolutions of the Shareholders Meetings of LF TEL. The Company and LF TEL may not take any measure or perform any act that is required to be previously approved by the Shareholders Meeting under Sections 3.1.1 to 3.1.3 above without such approval being previously obtained, subject to the required quorum provided for thereunder, at the Shareholders Meeting of the Company convened and held as provided for in this Section 3. The Officers of LF TEL may not approve, and shall take all measures necessary to not allow the approval at the Shareholders Meetings of LF TEL, of any issues set forth in Sections 3.1.1 to 3.1.3, as applicable, without prior resolution is expressly taken thereon by the Shareholders Meeting of the Company under this Section 3. 3.1.5. The Shareholders Meetings shall be convened by the Chief Executive Officer of the Company whenever he deems it convenient or necessary, and also at request of any of the Shareholders of the Company representing at least five percent (5%) of the capital stock of the Company, within no longer than five (5) Business Days after the receipt value of such request, which shall be accompanied with a description of the issues to be discussed and resolved at the Shareholders Meetingtransaction. 3.1.6. Without prejudice to other formalities required by the applicable law, the Shareholders of the Company shall be called to attend the Shareholders Meetings upon call notice sent in writing as provided for in Section XX of this LF Shareholders Agreement at least eight (8) days before the date scheduled for the meeting, provided that the call notice shall be accompanied with all information and documents relating to the agenda of the meeting. Any Shareholders Meeting attended by all Shareholders shall be deemed validly convened, regardless of sending of call notice as required under this Section. 3.1.7. The chairman of the Shareholders Meetings shall be the Chief Executive Officer of the Company and the secretary shall be a Shareholder appointed by the majority of the attending Shareholders, provided that the Chairman of the Meeting shall not register any resolution taken in breach of the provisions of this LF Shareholders Agreement, as provided for in Article 118 of the Corporation Law. 3.1.8. The Shareholders agree to vote for the distribution, as dividends, of the total profits of LF TEL and the Company remaining after the legal deductions, the contributions required to the creation and maintenance of the legal and statutory reserves, and the contributions that may be necessary for expenses, payment of debts (including in respect of commitments assumed by AG under the Debenture Deed) and the respective charges accruing thereon, or to make the investments under the Company’s annual budget approved under Section 3.1 above. The Shareholders shall vote for the convening of a Shareholders Meeting of the Company and LF TEL to resolve on the distribution of the dividends as soon as they are received from Telemar Participações, from LF TEL, or by virtue of the other Equity Interests owned by the Company. Except as otherwise resolved by the shareholders holding all Affected Shares of the Company, profits of the Company may not be allocated nor options to buy shares granted to any third party, including managers and employees. 3.1.9. Except as otherwise unanimously resolved by the Shareholders, the price for issuance of new shares of the capital stock of the Company or LF TEL, as applicable, shall be fixed based on the Fair Market Value as provided for in Exhibit 3.1.9 (“Fair Market Value”). 3.1.10. If XX XXXXX or Portugal Telecom understand that LF TEL, based on its future cash flow and other financial information available, will not have sufficient funds to comply with its obligations under the Debenture Deed, XX XXXXX or Portugal Telecom may send notice to each other for them to jointly identify alternatives for the case and take the preventive measures necessary to avoid default of said obligations. Such preventive measures may include, without limitation, renegotiation of LF TEL’s obligations, indebtedness and/or disposal of assets (except shares issued by Telemar Participações), and AG LTDA. shall determine which measure(s) shall be adopted by the Company and by AG to avoid default under the Debenture Deed, without prejudice to compliance with the applicable provisions of this LF Shareholders Agreement, including, if applicable, submission of the proposed measure(s) to the Shareholders Meeting for resolution, subject to the quorum required for the taken of such resolutions provided for in Sections 3.1.1 to 3.1.3 of this LF Agreement. 3.1.10.1. If the measures proposed by XX XXXXX are insufficient to cure the default or may not be definitely taken at least thirty (30) days before the due date of LF TEL’s obligation, Portugal Telecom shall be entitled (but not required) to propose the holding of a Shareholders Meeting of the Company to approve an increase in the capital of the Company in the amount necessary for the Company, upon the subsequent capitalization of LF TEL, to provide LF TEL with the funds necessary for payment of the obligations under the Debenture Deed. The amount of the capital increase shall be limited to the amount necessary for the fulfillment of the financial commitments assumed under the Debenture Deed. 3.1.10.2. If the Shareholders Meeting of the Company for the approval of the capital increase referred to in Section 3.1.10.1 is requested by Portugal Telecom, XX XXXXX shall cause the Shareholders Meeting of Company and LF TEL to be convened and held within the fifteen (15) days after such request, and XX XXXXX and Portugal Telecom shall attend the Shareholders Meeting of the Company, and the Company shall attend the Shareholders Meeting of LF TEL, an both shall vote for the approval of the capital increase upon issuance of common and/or preferred shares, all on a proportional basis to the capital ownership existing at the time of said Shareholders Meeting, except if other proportion is approved by mutual agreement of the Parties. 3.1.10.3. The Parties agree that the issuance price of the shares to be issued upon the capital increase under this Section 3.1.10.1 shall be equal to the Fair Market Value of the Company’s Shares. 3.1.10.4. If Portugal Telecom proposes the capital increase provided for in this Section 3.1.10.1, Portugal Telecom irrevocably and irreversibly agree to subscribe for all shares of Company to be issued by virtue of the capital increase if the other shareholders do not want to exercise their applicable preemptive right. In such case, Portugal Telecom may not subscribe for shares to the point of holding fifty percent (50%) or more of the voting shares issued by the Company; thus, if necessary, the Shareholders shall determine that (non-voting) preferred shares and common shares be issued in order to maintain the equity interest of Portugal Telecom at a percentage of no more than forty-nine point ninety percent (49.90%) of the Company’s voting capital. 3.1.10.5. The Shareholders shall, as of the date of the full payment of the capital increase under section 3.1.10.1 above, cause the Company to allocate and use all the subscription price received to pay all obligations of LF TEL under the Debenture Deed and avoid the acceleration of the maturity of the second-issue debentures of AG TELECOM, including, if applicable, to avoid the foreclosure of the Pledge Agreement. 3.1.11. Without prejudice to Section 3.1, the execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and (i) XX XXXXX or its Related Parties and its respective managers and/or its Relevant Controlled Companies, on the other part; or (ii) AG PASA, AG, their Related Parties or their respective managers, on the other part, shall be made on an arm’s length basis and according to usual market conditions, and there shall be no conditions less favorable to the Company or to LF TEL than those that they could have obtained before third parties.

Shareholders Meetings. Except (1) The general shareholders' meeting of Investor NewCo and the shareholders' meeting of General Partner GmbH respectively prior to transformation the shareholders' meeting of Investor NewCo shall have the following competences: (a) Modification of provisions of the bylaws; (b) capital measures; (c) approval of transfers of shares; (d) dissolution and liquidation; (e) transformation and conclusion of agreements within Sections 291 et seq. AktG; (f) use of profits. (2) Furthermore, the shareholders' meeting of General Partner GmbH and prior to transformation the shareholders' meeting of Investor NewCo decides on (a) Consent to divestments of companies belonging to the MGG Group outside of Europe; (b) consent to investments of companies belonging to the MGG Group exceeding E5.000.000 (in words: Euro five millions); (c) conclusion of loan agreements by companies belonging to the special cases MGG Group with a volume exceeding E5.000.000 (in words: Euro five millions); (d) resolution on timing and conditions of an IPO as well as selection of the syndicate banks; (e) resolution concerning the date/time and terms and conditions of the sale and transfer of shares in MGG. (3) Until an IPO of Investor NewCo the shareholders' meetings of General Partner GmbH and the shareholders' meeting of Investor NewCo are to take place immediately following each other. The general shareholders' meetings of Investor NewCo and the shareholders' meeting of the General Partner GmbH shall be convoked by management. Any Party holding more than 10% of the share capital may request that the management be instructed to convoke a (general) shareholders' meeting. The modalities of the convocation shall be evident from the respective bylaws. After an IPO the shareholders' meeting of the General Partner GmbH is to take place before the convocation of the annual general shareholders' meeting, so that the agenda and the voting conduct can be set. (4) Until an IPO of the relevant company, a quorum shall only be constituted at (general) shareholders' meetings if all Parties are represented. In the event the (general) shareholders' meeting has no quorum subsequently a new meeting can be convoked with a period of two weeks. A quorum shall be constituted at a further (general) shareholders' meeting with the same agenda which is convoked due to the absence of a quorum provided for the majority of the capital entitled to voting is represented. Provided all Parties to this Agreement are represented and agree to the adoption of the resolution, resolutions may also be adopted if the statutory provisions and the provisions provided by law the bylaws applicable to the convocation and in this Sectionnotice have not been observed. (5) The shareholders' meetings of General Partner GmbH shall be chaired alternatively by a representative of MIG and the Financial Investors, the general shareholders' meeting of the Investor NewCo by the supervisory board chairperson. The respective chairperson must ensure that minutes are kept regarding the (general) shareholders' meetings which specify the place and date of the meeting, the participants, the items on the agenda, the material contents of the deliberations and the resolutions of the Company’s Shareholders Meeting shareholders. (6) In the event that a resolution under para. (2) (d) or (e) is adopted, each Financial Investor shall be taken by majority of votes of allowed, in order to safeguard their interests as shareholders, to provide comprehensive assistance in implementing the attending partiesapproved measures and to support and advise MGG's management so long as these services are provided for free. If fees are to be paid for this advise, and blank votes MIG needs to give its consent which shall not be computed. 3.1.1withheld but for good reason. The following resolutions Financial Investors shall be taken ensure by affirmative vote way of the Shareholders holding more than eighty-three percent (83%) of the Affected Shares of the Company: (i) approval and change of the annual budget and the annual investment plans of the Company and LF TEL; 3.1.2. The following resolutions shall be taken by affirmative vote of the Shareholders holding more than ninety percent (90%) of the Affected Shares of the Company: (i) granting by the Company or by LF TEL of guarantee of any nature in respect of third party obligations in an amount exceeding fifty million Reais (R$50,000,000.00), except in favor of the Relevant Controlled Companies; and (ii) approval of any loan, financing mutual coordination or other agreement creating an obligation on the Company concerted action that there no contradictory support or on LF TEL in an amount exceeding fifty million Reais (R$50,000,000.00), except for renewal or refinancing of financial commitments of LF TEL already assumed as of the date of this Agreement, and so long as such obligations do not imply in the granting of additional guaranteesadvise is administered. 3.1.2.1. In order to verify the issues that must be submitted to the Shareholders Meeting under subsections (i) and (ii) of this Section 3.1.2, the amounts fixed in such provisions shall be adjusted from January 1, 2011 to the date of the convening of the Shareholders Meeting that shall resolve on such issues, according to the variation of the General Market Price Index (IGP-M) published by Xxxxxxx Xxxxxx Foundation (FGV) (or, if the IGP-M Index ceases to be published, according to any other price index that may substitute the latter). 3.1.3. The following resolutions shall be taken by affirmative vote of the Shareholders holding all Affected Shares of the Company: (i) amendment to the AG/LF/FASS Shareholders Agreement or to the General Shareholders Agreement; (ii) capital increase of the Company or LF TEL upon issuance of shares, except if it is proposed for (i) providing LF TEL with the necessary funds to pay the price for the acquisition or subscription of new shares and/or rights to subscribe for new shares issued by Telemar Participações; and/or (ii) meeting financial commitments of LF TEL already assumed as of the date hereof or new financial commitments substituting the latter, or financial commitments of the Company or AG that may be assumed upon approval of the Shareholders Meeting, whenever such approval is required under this Agreement; (iii) issuance or sale of any securities of the Company or LF TEL convertible into shares, including, but without limitation, debentures convertible into shares, warrants or options to purchase or subscribe for shares; (iv) creation of preferred shares issued by the Company or LF TEL, or increase of class of existing preferred shares on a non-proportional basis with the other classes of preferred shares, and change of preferences, advantages and conditions of redemption or amortization of one or more classes of preferred shares, or creation of less favored new class; (v) execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and the Shareholders or its Related Parties or its respective managers on the other part, except as provided for in Section 13.3; (vi) execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and AG, its Related Parties and its respective managers on the other part; (vii) execution of any agreement and/or any transaction between the Company, on the one part, and its Relevant Controlled Companies on the other part; (viii) granting by the Company or by LF TEL of guarantee of any nature or payment of any amount in respect of third party obligations, except in favor of the Relevant Controlled Companies; (ix) making by the Company or LF TEL of a public offering for distribution of shares, convertible debentures or any other securities convertible into, exchangeable by, or conferring rights to acquire shares issued by the Company or LF TEL, as well as admission of such securities for trading in stock exchange; (x) split or reverse split of shares, redemption or purchase of shares to be canceled or kept as treasury shares, or creation of founder’s shares issued by the Company or LF TEL; (xi) amendment to the Bylaws of the Company and LF TEL as provided for in Exhibit 1.1(u); (xii) the conduction of any activity other than those expressly provided for in Section 2.1.1 above and other than within the scope of the business purpose of the Company and LF TEL; (xiii) spin-off, consolidation, merger of the Company or LF TEL, or acquisition of shares of the Company or LF TEL by other company or from another entity or other company or its shares by the Company or by LF TEL, transformation of the Company into another type of company; (xiv) disposal or transfer in any way of, or creation of any Lien on, or waiver of Subscription Right in any way to, whether directly or indirectly, shares of the capital stock of LF TEL or rights attached therein or resulting therefrom; (xv) acquisition (by purchase or subscription or otherwise) by the Company of any equity interest or options or other rights attached to Equity Interests, except only Equity Interests issued by LF TEL; (xvi) liquidation or dissolutions of the Company or LF TEL; and (xvii) holding by the Company or LF TEL of equity interest in a group of companies. 3.1.4. If the quorum required for the approval of the issues reported in Sections 3.1.1 to 3.1.3, as applicable, of this LF Shareholders Agreement, is not reached at any Shareholders Meeting in respect of the Company or LF TEL, as applicable, the issue shall be deemed not approved. 3.1.4.1. The resolutions of the Shareholders Meetings of the Company taken as provided for in this Section 3 shall be binding upon the vote of the Company on all the resolutions of the Shareholders Meetings of LF TEL. The Company and LF TEL may not take any measure or perform any act that is required to be previously approved by the Shareholders Meeting under Sections 3.1.1 to 3.1.3 above without such approval being previously obtained, subject to the required quorum provided for thereunder, at the Shareholders Meeting of the Company convened and held as provided for in this Section 3. The Officers of LF TEL may not approve, and shall take all measures necessary to not allow the approval at the Shareholders Meetings of LF TEL, of any issues set forth in Sections 3.1.1 to 3.1.3, as applicable, without prior resolution is expressly taken thereon by the Shareholders Meeting of the Company under this Section 3. 3.1.5. The Shareholders Meetings shall be convened by the Chief Executive Officer of the Company whenever he deems it convenient or necessary, and also at request of any of the Shareholders of the Company representing at least five percent (5%) of the capital stock of the Company, within no longer than five (5) Business Days after the receipt of such request, which shall be accompanied with a description of the issues to be discussed and resolved at the Shareholders Meeting. 3.1.6. Without prejudice to other formalities required by the applicable law, the Shareholders of the Company shall be called to attend the Shareholders Meetings upon call notice sent in writing as provided for in Section XX of this LF Shareholders Agreement at least eight (8) days before the date scheduled for the meeting, provided that the call notice shall be accompanied with all information and documents relating to the agenda of the meeting. Any Shareholders Meeting attended by all Shareholders shall be deemed validly convened, regardless of sending of call notice as required under this Section. 3.1.7. The chairman of the Shareholders Meetings shall be the Chief Executive Officer of the Company and the secretary shall be a Shareholder appointed by the majority of the attending Shareholders, provided that the Chairman of the Meeting shall not register any resolution taken in breach of the provisions of this LF Shareholders Agreement, as provided for in Article 118 of the Corporation Law. 3.1.8. The Shareholders agree to vote for the distribution, as dividends, of the total profits of LF TEL and the Company remaining after the legal deductions, the contributions required to the creation and maintenance of the legal and statutory reserves, and the contributions that may be necessary for expenses, payment of debts (including in respect of commitments assumed by AG under the Debenture Deed) and the respective charges accruing thereon, or to make the investments under the Company’s annual budget approved under Section 3.1 above. The Shareholders shall vote for the convening of a Shareholders Meeting of the Company and LF TEL to resolve on the distribution of the dividends as soon as they are received from Telemar Participações, from LF TEL, or by virtue of the other Equity Interests owned by the Company. Except as otherwise resolved by the shareholders holding all Affected Shares of the Company, profits of the Company may not be allocated nor options to buy shares granted to any third party, including managers and employees. 3.1.9. Except as otherwise unanimously resolved by the Shareholders, the price for issuance of new shares of the capital stock of the Company or LF TEL, as applicable, shall be fixed based on the Fair Market Value as provided for in Exhibit 3.1.9 (“Fair Market Value”). 3.1.10. If XX XXXXX or Portugal Telecom understand that LF TEL, based on its future cash flow and other financial information available, will not have sufficient funds to comply with its obligations under the Debenture Deed, XX XXXXX or Portugal Telecom may send notice to each other for them to jointly identify alternatives for the case and take the preventive measures necessary to avoid default of said obligations. Such preventive measures may include, without limitation, renegotiation of LF TEL’s obligations, indebtedness and/or disposal of assets (except shares issued by Telemar Participações), and AG LTDA. shall determine which measure(s) shall be adopted by the Company and by AG to avoid default under the Debenture Deed, without prejudice to compliance with the applicable provisions of this LF Shareholders Agreement, including, if applicable, submission of the proposed measure(s) to the Shareholders Meeting for resolution, subject to the quorum required for the taken of such resolutions provided for in Sections 3.1.1 to 3.1.3 of this LF Agreement. 3.1.10.1. If the measures proposed by XX XXXXX are insufficient to cure the default or may not be definitely taken at least thirty (30) days before the due date of LF TEL’s obligation, Portugal Telecom shall be entitled (but not required) to propose the holding of a Shareholders Meeting of the Company to approve an increase in the capital of the Company in the amount necessary for the Company, upon the subsequent capitalization of LF TEL, to provide LF TEL with the funds necessary for payment of the obligations under the Debenture Deed. The amount of the capital increase shall be limited to the amount necessary for the fulfillment of the financial commitments assumed under the Debenture Deed. 3.1.10.2. If the Shareholders Meeting of the Company for the approval of the capital increase referred to in Section 3.1.10.1 is requested by Portugal Telecom, XX XXXXX shall cause the Shareholders Meeting of Company and LF TEL to be convened and held within the fifteen (15) days after such request, and XX XXXXX and Portugal Telecom shall attend the Shareholders Meeting of the Company, and the Company shall attend the Shareholders Meeting of LF TEL, an both shall vote for the approval of the capital increase upon issuance of common and/or preferred shares, all on a proportional basis to the capital ownership existing at the time of said Shareholders Meeting, except if other proportion is approved by mutual agreement of the Parties. 3.1.10.3. The Parties agree that the issuance price of the shares to be issued upon the capital increase under this Section 3.1.10.1 shall be equal to the Fair Market Value of the Company’s Shares. 3.1.10.4. If Portugal Telecom proposes the capital increase provided for in this Section 3.1.10.1, Portugal Telecom irrevocably and irreversibly agree to subscribe for all shares of Company to be issued by virtue of the capital increase if the other shareholders do not want to exercise their applicable preemptive right. In such case, Portugal Telecom may not subscribe for shares to the point of holding fifty percent (50%) or more of the voting shares issued by the Company; thus, if necessary, the Shareholders shall determine that (non-voting) preferred shares and common shares be issued in order to maintain the equity interest of Portugal Telecom at a percentage of no more than forty-nine point ninety percent (49.90%) of the Company’s voting capital. 3.1.10.5. The Shareholders shall, as of the date of the full payment of the capital increase under section 3.1.10.1 above, cause the Company to allocate and use all the subscription price received to pay all obligations of LF TEL under the Debenture Deed and avoid the acceleration of the maturity of the second-issue debentures of AG TELECOM, including, if applicable, to avoid the foreclosure of the Pledge Agreement. 3.1.11. Without prejudice to Section 3.1, the execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and (i) XX XXXXX or its Related Parties and its respective managers and/or its Relevant Controlled Companies, on the other part; or (ii) AG PASA, AG, their Related Parties or their respective managers, on the other part, shall be made on an arm’s length basis and according to usual market conditions, and there shall be no conditions less favorable to the Company or to LF TEL than those that they could have obtained before third parties.

Shareholders Meetings. Except in (a) The Company shall, at the special cases provided earliest practicable date but not sooner than January 26, 1998, hold a meeting of its shareholders (the "Company Shareholders' Meeting") to submit for by law and in this Section, the resolutions shareholder approval (i) an amendment to Article 12 of the Company’s Shareholders Meeting shall be taken by majority 's Articles of votes Incorporation to permit the acquisition of more than 10% of the attending parties, and blank votes shall not be computed. 3.1.1. The following resolutions shall be taken outstanding shares of Company common stock by affirmative vote of Commercial pursuant to this Agreement (the Shareholders holding more than eighty-three percent (83%) of the Affected Shares of the Company: (i) approval and change of the annual budget and the annual investment plans of the Company and LF TEL; 3.1.2. The following resolutions shall be taken by affirmative vote of the Shareholders holding more than ninety percent (90%) of the Affected Shares of the Company: (i) granting by the Company or by LF TEL of guarantee of any nature in respect of third party obligations in an amount exceeding fifty million Reais (R$50,000,000.00), except in favor of the Relevant Controlled Companies; and (ii) approval of any loan, financing or other agreement creating an obligation on the Company or on LF TEL in an amount exceeding fifty million Reais (R$50,000,000.00), except for renewal or refinancing of financial commitments of LF TEL already assumed as of the date of this Agreement, and so long as such obligations do not imply in the granting of additional guarantees. 3.1.2.1. In order to verify the issues that must be submitted to the Shareholders Meeting under subsections (i"Articles Amendment") and (ii) of this Section 3.1.2, Agreement and the amounts fixed in such provisions shall be adjusted from January 1, 2011 Acquisition Merger and all related matters necessary to the date consummation of the convening of the Shareholders Meeting that shall resolve on such issues, according to the variation of the General Market Price Index (IGP-M) published by Xxxxxxx Xxxxxx Foundation (FGV) (or, if the IGP-M Index ceases to be published, according to any other price index that may substitute the latter). 3.1.3transactions contemplated hereby. The following resolutions shall be taken by affirmative vote of the Shareholders holding all Affected Shares holders of 80% of the Company: (i) amendment outstanding shares of Company common stock shall be required to approve the AG/LF/FASS Shareholders Agreement or to the General Shareholders Agreement; (ii) capital increase Articles Amendment. The affirmative vote of the Company or LF TEL upon issuance holders of shares, except if it is proposed for (i) providing LF TEL with the necessary funds to pay the price for the acquisition or subscription of new shares and/or rights to subscribe for new shares issued by Telemar Participações; and/or (ii) meeting financial commitments of LF TEL already assumed as at least a majority of the date hereof or new financial commitments substituting the latter, or financial commitments issued and outstanding shares of the Company or AG that may common stock shall be assumed upon required for approval of the Shareholders Meeting, whenever Acquisition Merger and all such approval is required under this Agreement; (iii) issuance or sale of any securities of the Company or LF TEL convertible into shares, including, but without limitation, debentures convertible into shares, warrants or options to purchase or subscribe for shares; (iv) creation of preferred shares issued by the Company or LF TEL, or increase of class of existing preferred shares on a non-proportional basis with the other classes of preferred shares, and change of preferences, advantages and conditions of redemption or amortization of one or more classes of preferred shares, or creation of less favored new class; (v) execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and the Shareholders or its Related Parties or its respective managers on the other part, except as provided for in Section 13.3; (vi) execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and AG, its Related Parties and its respective managers on the other part; (vii) execution of any agreement and/or any transaction between the Company, on the one part, and its Relevant Controlled Companies on the other part; (viii) granting by the Company or by LF TEL of guarantee of any nature or payment of any amount in respect of third party obligations, except in favor of the Relevant Controlled Companies; (ix) making by the Company or LF TEL of a public offering for distribution of shares, convertible debentures or any other securities convertible into, exchangeable by, or conferring rights to acquire shares issued by the Company or LF TEL, as well as admission of such securities for trading in stock exchange; (x) split or reverse split of shares, redemption or purchase of shares to be canceled or kept as treasury shares, or creation of founder’s shares issued by the Company or LF TEL; (xi) amendment to the Bylaws of the Company and LF TEL as provided for in Exhibit 1.1(u); (xii) the conduction of any activity other than those expressly provided for in Section 2.1.1 above and other than within the scope of the business purpose of the Company and LF TEL; (xiii) spin-off, consolidation, merger of the Company or LF TEL, or acquisition of shares of the Company or LF TEL by other company or from another entity or other company or its shares by the Company or by LF TEL, transformation of the Company into another type of company; (xiv) disposal or transfer in any way of, or creation of any Lien on, or waiver of Subscription Right in any way to, whether directly or indirectly, shares of the capital stock of LF TEL or rights attached therein or resulting therefrom; (xv) acquisition (by purchase or subscription or otherwise) by the Company of any equity interest or options or other rights attached to Equity Interests, except only Equity Interests issued by LF TEL; (xvi) liquidation or dissolutions of the Company or LF TEL; and (xvii) holding by the Company or LF TEL of equity interest in a group of companies. 3.1.4related matters. If the quorum required for Upon the approval of the issues reported in Sections 3.1.1 Articles Amendment, Savings shall take all necessary actions to 3.1.3, as applicable, of this LF Shareholders Agreement, is not reached at any Shareholders Meeting in respect of approve and effectuate a similar amendment to its Federal Stock Charter (the Company or LF TEL, as applicable, the issue shall be deemed not approved"Charter Amendment"). 3.1.4.1(b) Commercial shall, at its 1997 annual meeting of shareholders, submit for shareholder approval an amendment to Article IV of Commercial's Articles of Incorporation increasing the number of authorized shares of Commercial Common Stock. The resolutions of the Shareholders Meetings of the Company taken as provided for in this Section 3 shall be binding upon the affirmative vote of the Company on all the resolutions holders of the Shareholders Meetings of LF TEL. The Company and LF TEL may not take any measure or perform any act that is required to be previously approved by the Shareholders Meeting under Sections 3.1.1 to 3.1.3 above without such approval being previously obtained, subject to the required quorum provided for thereunder, at the Shareholders Meeting of the Company convened and held as provided for in this Section 3. The Officers of LF TEL may not approve, and shall take all measures necessary to not allow the approval at the Shareholders Meetings of LF TEL, of any issues set forth in Sections 3.1.1 to 3.1.3, as applicable, without prior resolution is expressly taken thereon by the Shareholders Meeting of the Company under this Section 3. 3.1.5. The Shareholders Meetings shall be convened by the Chief Executive Officer of the Company whenever he deems it convenient or necessary, and also at request of any of the Shareholders of the Company representing at least five percent (5%) of the capital stock of the Company, within no longer than five (5) Business Days after the receipt of such request, which shall be accompanied with a description of the issues to be discussed and resolved at the Shareholders Meeting. 3.1.6. Without prejudice to other formalities required by the applicable law, the Shareholders of the Company shall be called to attend the Shareholders Meetings upon call notice sent in writing as provided for in Section XX of this LF Shareholders Agreement at least eight (8) days before the date scheduled for the meeting, provided that the call notice shall be accompanied with all information and documents relating to the agenda of the meeting. Any Shareholders Meeting attended by all Shareholders shall be deemed validly convened, regardless of sending of call notice as required under this Section. 3.1.7. The chairman of the Shareholders Meetings shall be the Chief Executive Officer of the Company and the secretary shall be a Shareholder appointed by the majority of the attending Shareholders, provided that the Chairman of the Meeting shall not register any resolution taken in breach of the provisions of this LF Shareholders Agreement, as provided for in Article 118 of the Corporation Law. 3.1.8. The Shareholders agree to vote for the distribution, as dividends, of the total profits of LF TEL and the Company remaining after the legal deductions, the contributions required to the creation and maintenance of the legal and statutory reserves, and the contributions that may be necessary for expenses, payment of debts (including in respect of commitments assumed by AG under the Debenture Deed) and the respective charges accruing thereon, or to make the investments under the Company’s annual budget approved under Section 3.1 above. The Shareholders shall vote for the convening of a Shareholders Meeting of the Company and LF TEL to resolve on the distribution of the dividends as soon as they are received from Telemar Participações, from LF TEL, or by virtue of the other Equity Interests owned by the Company. Except as otherwise resolved by the shareholders holding all Affected Shares of the Company, profits of the Company may not be allocated nor options to buy shares granted to any third party, including managers and employees. 3.1.9. Except as otherwise unanimously resolved by the Shareholders, the price for issuance of new shares of the capital stock of the Company or LF TEL, as applicable, votes cast shall be fixed based on the Fair Market Value as provided for in Exhibit 3.1.9 (“Fair Market Value”). 3.1.10. If XX XXXXX or Portugal Telecom understand that LF TEL, based on its future cash flow and other financial information available, will not have sufficient funds to comply with its obligations under the Debenture Deed, XX XXXXX or Portugal Telecom may send notice to each other for them to jointly identify alternatives for the case and take the preventive measures necessary to avoid default of said obligations. Such preventive measures may include, without limitation, renegotiation of LF TEL’s obligations, indebtedness and/or disposal of assets (except shares issued by Telemar Participações), and AG LTDA. shall determine which measure(s) shall be adopted by the Company and by AG to avoid default under the Debenture Deed, without prejudice to compliance with the applicable provisions of this LF Shareholders Agreement, including, if applicable, submission of the proposed measure(s) to the Shareholders Meeting for resolution, subject to the quorum required for the taken approval of such resolutions provided for in Sections 3.1.1 amendment to 3.1.3 Commercial's Articles of this LF AgreementIncorporation. 3.1.10.1. If the measures proposed by XX XXXXX are insufficient to cure the default or may not be definitely taken at least thirty (30) days before the due date of LF TEL’s obligation, Portugal Telecom shall be entitled (but not required) to propose the holding of a Shareholders Meeting of the Company to approve an increase in the capital of the Company in the amount necessary for the Company, upon the subsequent capitalization of LF TEL, to provide LF TEL with the funds necessary for payment of the obligations under the Debenture Deed. The amount of the capital increase shall be limited to the amount necessary for the fulfillment of the financial commitments assumed under the Debenture Deed. 3.1.10.2. If the Shareholders Meeting of the Company for the approval of the capital increase referred to in Section 3.1.10.1 is requested by Portugal Telecom, XX XXXXX shall cause the Shareholders Meeting of Company and LF TEL to be convened and held within the fifteen (15) days after such request, and XX XXXXX and Portugal Telecom shall attend the Shareholders Meeting of the Company, and the Company shall attend the Shareholders Meeting of LF TEL, an both shall vote for the approval of the capital increase upon issuance of common and/or preferred shares, all on a proportional basis to the capital ownership existing at the time of said Shareholders Meeting, except if other proportion is approved by mutual agreement of the Parties. 3.1.10.3. The Parties agree that the issuance price of the shares to be issued upon the capital increase under this Section 3.1.10.1 shall be equal to the Fair Market Value of the Company’s Shares. 3.1.10.4. If Portugal Telecom proposes the capital increase provided for in this Section 3.1.10.1, Portugal Telecom irrevocably and irreversibly agree to subscribe for all shares of Company to be issued by virtue of the capital increase if the other shareholders do not want to exercise their applicable preemptive right. In such case, Portugal Telecom may not subscribe for shares to the point of holding fifty percent (50%) or more of the voting shares issued by the Company; thus, if necessary, the Shareholders shall determine that (non-voting) preferred shares and common shares be issued in order to maintain the equity interest of Portugal Telecom at a percentage of no more than forty-nine point ninety percent (49.90%) of the Company’s voting capital. 3.1.10.5. The Shareholders shall, as of the date of the full payment of the capital increase under section 3.1.10.1 above, cause the Company to allocate and use all the subscription price received to pay all obligations of LF TEL under the Debenture Deed and avoid the acceleration of the maturity of the second-issue debentures of AG TELECOM, including, if applicable, to avoid the foreclosure of the Pledge Agreement. 3.1.11. Without prejudice to Section 3.1, the execution of any agreement and/or any transaction between the Company or LF TEL, on the one part, and (i) XX XXXXX or its Related Parties and its respective managers and/or its Relevant Controlled Companies, on the other part; or (ii) AG PASA, AG, their Related Parties or their respective managers, on the other part, shall be made on an arm’s length basis and according to usual market conditions, and there shall be no conditions less favorable to the Company or to LF TEL than those that they could have obtained before third parties.