FILED: NEW YORK COUNTY CLERK 05/01/ :30 PM INDEX NO /2017 NYSCEF DOC. NO. 9 RECEIVED NYSCEF: 05/01/2017

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1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK x Motion Sequence No. 1 QUATTRO PARENT LLC, ZAKIRAKIB, - against - Plaintiff, Index No /2017 Defendant X STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) Zaki Rakib, being duly sworn, deposes and states as follows: 1. I am the defendant in this action. I submit this affidavit in support of my motion to dismiss the Complaint filed by Quattro Parent LLC ("Plaintiff') in the above-captioned lawsuit. I am fully familiar with the facts and circumstances set forth herein. 2. Attached hereto as Exhibit A is a true and correct copy of the notice sent by On Telecomunica9oes Ltda. ("On Telecom") to all of its customers, announcing the termination of On Telecom's business and its cessation of the provision of wireless broadband service to all of its customers. 3. Attached hereto as Exhibit Bis a true and correct copy of certain resolutions and minutes of the Board of Managers of Plaintiff that were provided to me by Plaintiff. 4. Wherefore, I respectfully request that the Court enter an order pursuant to CPLR 321 l(a)(l) and (7) dismissing the Complaint in its entirety, with prejudice, and awarding 1 of 19

2 FILED: NEW YORK COUNTY CLERK 05/01/ :30 PM NYSCEF DOC. NO. 9 INDEX NO /2017 RECEIVED NYSCEF: 05/01/ of 19

3 Exhibit A 3 of 19

4 Mensagem encaminhada De: Data: 15 de mar90 de :39 Assunto: COMUNICADO I ON INFORMA Para: REDACTED Caro assinante ON, E com grande descontentamento que, em razao do encerramento das atividades da ON Telecom, informamos que a prestac;ao do servic;o de Banda Larga objeto do seu Contrato de Prestac;ao de Servic;o de Comunicac;ao Multimidia sera descontinuada a partir do dia 20/04/2017. A partir desta data, o seu Contrato sera automaticamente rescindido, conforme disposto no Contrato celebrado entre as partes, sem qualquer onus, sendo cobrados apenas os valores devidos em razao do servic;o efetivamente prestado ate a data da rescisao. Quanta a devoluc;ao do modem cedido em regime de comodato, solicitamos que imediatamente ap6s a rescisao do contrato, entre em contato com a Central de Relacionamento ON por meio do telefone , das 08:00 as 22:00, de segunda a sabado, para maiores esclarecimentos e, tambem, para que lhe seja fornecido numero de postagem, que nao tera nenhum custo. Caso a devoluc;ao nao ocorra no prazo de 30 (trinta) dias contados da rescisao, havera a cobranc;a do valor correspondente, conforme previsao contratual. Certos de sua compreensao, agradecemos pelo tempo de relacionamento e colocamo-nos a disposic;ao para o que for necessario. On Telecomunicac;oes Ltda. 4 of 19

5 [Translation from Portuguese] Dear ON subscriber, We regret to inform you that, because ON Telecom is ceasing operations, the broadband service pursuant to your Multimedia Service Contract will be discontinued as of April 20, As of said date, your Contract will be automatically terminated, as established in the contract between the parties, without any charge, and only the amounts due for the service actually rendered as of the termination date will be collected. With regard to returning the leased modem, we ask that immediately after termination of the contract that you contact the ON Customer Service Center by phone at , between 8:00 AM and 10:00 PM, Monday through Saturday, for more information and to obtain a postage-paid return number. If it is not returned within 30 (thirty) days from the termination date, the corresponding value will be collected, as established in the contract. We hope that you understand, and thank you for your patronage. Please do not hesitate to contact us if necessary. On Telecomunica<;5es Ltda. 5 of 19

6 NYSCEF DOC. NO. 9 RECEIVED 68 PoV!fflrhouse NYSCEF: Road, Suite 05/01/ Roslyn Heights, ~w York Fax: calendar@eibertranstattons.com projecneibertranslations.com CERTIFICATION: The appended document is a true and ac urate translation from PORTUGUESE to ENGLISH to the best of the translator's khowledge and beuef 1 and it is certified by Eiber Transfations, fnc., pursuant to CPLR Rule 2101(b). AFFIDAVIT: Edna H. Eiber, being dµly.sworn, depa1es and says: I am the principaj of EISER TRANSLATIONS, INC. Your deponent retains the services of certified translators. A certified Pertuguese to English translator With certificate number 373, was retained to translate the appended document in the matter of ON 'Telecom, pursuant to general principles of translation of the American Translators Association$ Swam to before me Thi1:~271lfay of April, 2017 E~ k-e: Notary Pubttc E:=:16- Edna H. Eiber 6 of 19

7 Exhibit B 7 of 19

8 QUATTROPARENTLLC WRITTEN CONSENT OF THE BOARD OF MANAGERS The undersigned, being the requisite number of the members of the Board of Managers of Quattro Parent LLC (the "Board"), a Delaware limited liability company (the "Com12any"), hereby consent, in accordance with the Second Amended and Restated Limited Liability Agreement of the Company, dated as of September 19 th, 2014 (as amended, supplemented or otherwise modified from time to time, the "LLC Agreement") and pursuant to Section ( d) of the Delaware Limited Liability Company Act, to the adoption of the resolution attached hereto as Exhibit A with the same force and effect as if such resolutions were approved and adopted at a duly constituted meeting of the Board. Capitalized terms used herein and not otherwise defined herein have the meaning ascribed to such terms under the LLC Agreement. This consent may be executed in counterparts and all so executed shall constitute one consent, notwithstanding that all the members of the Board are not signatories to the original or the same counterpart. Dated as of: February 21, Fares Amin Nasser Zaki Rakib 8 of 19

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10 Resolutions of the Board of Managers of Quattro Parent LLC WHEREAS, reference is made herein to the Second Amended and Restated Limited Liability Agreement of the Quattro Parent LLC (the "Company"), dated as of September 19th, 2014 (as amended, supplemented or otherwise modified from time to time, the "LLC Agreement"), and all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement; WHEREAS, the Board of Managers of the Company (the "Board") previously at the meetings of the Board held on December 1, 2016 and on January 4, 2017 approved the commencement of the winding up of the affairs of ON Telecomuni~oes Ltda., an indirect subsidiary of the Company ("On Telecom"); WHEREAS, the Company's direct subsidiary, Quattro Brasil Participa~oes Ltda., ("Quattro Brasil" and together with On Telecom and Sequoia Telecomunicacoes Ltda. ("Sequoia"), the "Subsidiaires") intends to retain the services of Alvarez & Marsal Reestruturacao Ltda. ("A&M") as restructuring adviser in connection with the wind down of the Subsidiaries (the ''Wind Down"); WHEREAS, the Company desires to appoint Denis Oliveira Martins to act as its representative in Brazil inrespect of the Subsidiaries; WHEREAS, for purposes of implementing the recommendations of A&M, A&M has recommended that Quattro Brasil establish (1) a committee comprised of officers, executives and consultants of the Subsidiaries to be overseen by and provide operational support to Quattro Brasil in connection with the Wind Down (the "Steering Committee"), and (2) an executive committee comprised of officers, executives and consultants of the Subsidiaries to prepare analyses and documents in connection with the Wind Down and to execute implementation of the various steps and actions in connection with the Wind Down, and to be overseen by the Steering Committee (the "Executive Committee" and together with the Steering Committee, the "Committees")). NOW, THEREFORE, BE IT: 1. Engagement of A&M RESOLVED, that the Company, in its capacity as a shareholder of Quattro Brasil, shall be and hereby is authorized and empowered to vote in favor of, consent to, and/or approve the engagement by Quattro Brasil of A&M in accordance with the terms of an engagement letter as separately negotiated between Quattro Brasil and A&M. 2. Grant of Power of Attorney to Denis Oliveira Martins RESOLVED, that the Company grant Denis Oliveira Martins, Brazilian citizen with a residential address at City of Sao Paulo, State of Sao Paulo, Brazil, at Liborio Glasser 2 10 of 19

11 Street, No. 51, apartment 51, power of attorney to represent the Company in accordance with form of the Power of Attorney attached hereto as Exhibit A (the "POA''), and that each proper Manager or officer of the Company, acting alone, shall be and hereby is authorized and empowered, in the name and on behalf of the Company, to sign the POA on behalf of the Company. 3. Consent Agreement RESOLVED, that the Company, in its capacity as a shareholder of Quattro Brasil, shall be and hereby is authorized and empowered to vote in favor of, consent to, and/or approve the entry into a Consent Agreement by and among Quattro Brasil, On Telecom and International Finance Corporation in accordance with the terms separately negotiated among the parties hereto, pursuant to which the IFC shall grant its consent to the Wind Down under the Loan Agreement dated as of May 30, 2014 (as amended). 4. Establishment of the Committees RESOLVED, that the Company, in its capacity as a shareholder of Quattro Brasil, shall be and hereby is authorized and empowered to vote in favor of, consent to, and/or approve the establishment of the Committees as of the date hereof and that the members of the Committees initially, until their respective successors are appointed and qualified or until their earlier death, disqualification, resignation or removal be as follows: Steering Committee Norair Carmo Gonzalo Grillo (A&M) Edvaldo Segura (A&M) Etiene Ramos (A&M) Executive Committee N orair Carmo Paulo Quirino Raphael Zaid Edvaldo Segura (A&M) Etiene Ramos (A&M) 5. Limited Delegation of Authority to the Steering Committee RESOLVED, that the Company, in its capacity as a shareholder of Quattro Brasil, shall be and hereby is authorized and empowered to vote in favor of, consent to, and/or approve the delegation by Quattro Brasil to the Steering Committee of the authority to: (1) engage in negotiations on behalf of the Subsidiaries with creditors with a view to entering into settlements and resolving outstanding and potential claims, provided that the prior approval of the Board shall be required prior to entry into any such settlements or agreements; 3 11 of 19

12 (2) have unrestricted access to and assistance from the officers, employees and independent auditors of the Company and the Subsidiaries, and shall be furnished with such resources and support from the Company and the Subsidiaries as the Steering Committee shal1 reasonably request; and (3) to provide such other monitoring and oversight functions with respect to the Executive Committee as may be appropriate of 19

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14 Goodwin Draft 12/5/16 QUATTRO PARENT LLC Minutes of a Meeting of the Board of Managers December 1, 2016 A meeting of the Board of Managers (the "Board") of Quattro Parent LLC, a Delaware limited liability company (the "Company"), was held by telephone conference call beginning at approximately 9:10 a.m. (ET) on Thursday, December 1, Fares Nassar, Rashik Adhikari, Vincent Gouarne, Joshua Ho-Walker, Waldemar Szlezak and David Taylor participated in the meeting, constituting a quorum of the Board. Also participating in the meeting were Norair Carmo and Paulo Quirino of the Company, and Ed Amer of Goodwin Procter LLP, counsel to the Company. All participants could hear and speak to each other at all times. Mr. Nassar presided and Mr. Amer kept the minutes. Mr. Nassar opened the meeting by asking other members of the Board to provide an update on recent discussions with the IFC, specifically whether the IFC would be supportive of a management buyout transaction. Mr Nassar was informed that the IFC would potentially support the restructuring of the Company's debt to IFC, but would not agree to provide additional funding to support a management buyout. After further discussion, the Board concluded that without any commitment for additional funding from existing shareholders, it would not be feasible to pursue a management buyout transaction, and that the Board should instead prepare the Company for an orderly wind-down. After further discussion, upon motion duly made and seconded, a majority of the Board voted in favor, with Mr. Nassar voting against, the initiation of preparations for an orderly wind-down of the Company, including the engagement of the appropriate third-party advisors to assist with 14 of 19

15 such wind-down. The Board also recommended that the Company retain Alvarez and Marsal as one of such third-party advisors. Mr. Nassar then requested that certain Board members affiliated with shareholders confirm that such shareholders will support the Company with the additional funding needed for an orderly wind-down, and a lengthy discussion ensued. The Board instructed management to satisfy any immediate funding needs out of the Company's cash reserve, with the understanding that shareholders would replenish such reserve as needed during the wind-down. Mr. Nassar recommended that a third-party administrator be promptly engaged to assist with the wind-down. Mr. Nassar then recommended that the Company proceed with the termination of approximately 20 employees of the Company, which the Company had planned to terminate whether the Company proceeded with the management buyout plan or an orderly wind-down. The Board engaged in further discussion and asked additional questions of management regarding the potential reduction in force, including the pros and cons of retaining such employees into the beginning of After further discussion, upon motion duly made and seconded, the Board resolved that the Company should proceed to terminate such employees as soon as possible, preferably within the next day or so. Management then asked the Board for guidance as to whether it should make payments of approximately R$600,000 due to tower company vendors in early December, or whether management should defer such payments in anticipation of the wind-down. Mr. Nassar reminded the Board that the funds in the special reserve were intended to be used exclusively for the payment of employee-related dues and liabilities. The Board instructed management to make such payments in a timely manner out of the Company's special reserve, with the understanding that the special reserve would be replenished in a timely manner of 19

16 There being no further business, upon a motion duly made and seconded, it was unanimously voted to adjourn the meeting of the Board at approximately[_] a.m. (ET). A true record. Attest: Ed Amer Secretary pro tem 3 16 of 19

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18 Goodwin Draft 1/24/17 QUATTROPARENTLLC Minutes of a Meeting of the Board of Managers January 4, 2017 A meeting of the Board of Managers (the "Board") of Quattro Parent LLC, a Delaware limited liability company (the "Company"), was held by telephone conference call beginning at approximately 2:00 p.m. (ET) on Wednesday, January 4, Fares Nassar, Rashik Adhikari, Vincent Gouame, Joshua Ho-Walker and David Taylor participated in the meeting, constituting a quorum of the Board. Also participating in the meeting were Norair Carmo and Paulo Quirino of the Company, and Ed Amer of Goodwin Procter LLP, counsel to the Company. All participants could hear and speak to each other at all times. Mr; Nassar presided and Mr. Amer kept the minutes. Mr. Nassar opened the meeting by confirming the recent payment of the premium for the Company's directors and officers liability insurance policy. Mr. Nassar then asked certain Board members to provide an update on the analysis being undertaken by Alvarez and Marsal regarding the process for an orderly wind-down of the Company. The Board discussed the additional detail requested from the IFC regarding the specific steps and process for a wind-down, and further discussion ensued, including with respect to the requirement that the IFC formally approve the wind-down of the Company. Mr. Nassar described the additional funding obligations that would result from any delays in the wind-down process, and indicated his disagreement with funding the Company's continued operations out of the Company's cash reserve. Certain Board members reiterated their desire to wait for further guidance from Alvarez and Marsal before proceeding with next steps in the wind-down process. The Board also discussed the anticipated funding required to complete 18 of 19

19 an orderly wind-down, and the respective willingness of shareholders to bear their pro rata share of such funding. After further discussion, the Board confirmed its resolution, approved at its meeting on December 1, 2016 (with Mr. Nassar voting against such resolution), to proceed with an orderly wind-down of the Company. The Board then discussed various candidates to serve as administrator of the wind-down process. After further discussion, upon motion duly made and seconded, the Board unanimously approved the engagement of Denis Martins to serve as administrator for the wind-down of the Company. Mr. Nassar then informed the Board that he was resigning as administrator of On Telecomunicac;oes Ltda ("On Telecom") effective as of January 10, 2017, and also confirmed his intention to resign from his officer roles in the Company and its subsidiaries, including On Telecom, because he did not agree with the decision to wind-down the operations. Mr. Nassar nonetheless offered to continue helping the shareholders as a local advisor. The Board then engaged in further discussion regarding Mr. Nassar's role in connection with the wind-down, as well next steps for certain shareholders to provide funding to support the wind-down. Mr. Nassar described certain other strategic alternatives on which he was working on behalf of the Company. The Board then engaged in further discussion regarding the engagement of Alvarez and Marsal by the Company (rather than by a shareholder). There being no further business, upon a motion duly made and seconded, it was unanimously voted to adjourn the meeting of the Board at approximately 3:20 p.m. (ET). A true record. Attest: Ed Amer Secretary pro tem 2 19 of 19