Telemar Participacoes S.A. Sample Contracts

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AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of _________, 2006
Deposit Agreement • October 3rd, 2006 • Telemar Participacoes S.A. • Radiotelephone communications • New York
BETWEEN TELEMAR NORTE LESTE S.A. Issuer AND
Telemar Participacoes S.A. • July 20th, 2006 • Radiotelephone communications
Contract
Telemar Participacoes S.A. • September 17th, 2014 • Radiotelephone communications

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

SECTION III - THE PRICE FOR CONCESSION OF AUTHORIZATION FOR THE USE OF RADIO FREQUENCY BLOCKS
Telemar Participacoes S.A. • July 20th, 2006 • Radiotelephone communications
Contract
Shareholders Agreement • September 17th, 2014 • Telemar Participacoes S.A. • Radiotelephone communications

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

Contract
Shareholders Agreement • September 17th, 2014 • Telemar Participacoes S.A. • Radiotelephone communications

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

Contract
Telemar Participacoes S.A. • September 17th, 2014 • Radiotelephone communications

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

LOCK UP AGREEMENT
Lock Up Agreement • September 27th, 2006 • Telemar Participacoes S.A. • Radiotelephone communications

AG Telecom Participações S.A., a company with its registered office located at Avenida do Contorno, No. 8.123, Bairro Cidade Jardim, Belo Horizonte, MG, enrolled with the tax payer national registry under number 03.260.334/0001-92, hereafter referred to as “AG Telecom”, represented herein in accordance to its by-laws;

JOINT FILING AGREEMENT
Joint Filing Agreement • February 29th, 2012 • Telemar Participacoes S.A. • Radiotelephone communications

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the following:

Contract
Telemar Participacoes S.A. • September 17th, 2014 • Radiotelephone communications

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

Contract
Telemar Participacoes S.A. • September 17th, 2014 • Radiotelephone communications

This document is a free translation only. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail. The Portuguese version is the only valid and complete version and shall prevail for any and all purposes. There is no assurance as to the accuracy, reliability or completeness of the translation. Any person reading this translation and relying on it should do so at his or her own risk.

JOINT FILING AGREEMENT
Joint Filing Agreement • October 8th, 2013 • Telemar Participacoes S.A. • Radiotelephone communications

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the following:

TELEMAR PARTICIPAÇÕES S.A. AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of , 2006
Deposit Agreement • September 27th, 2006 • Telemar Participacoes S.A. • Radiotelephone communications • New York

DEPOSIT AGREEMENT, dated as of , 2006, among TELEMAR PARTICIPAÇÕES S.A., a sociedade anônima de economia mista (a limited liability company) organized under the laws of the Federative Republic of Brazil (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

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