Common use of Directors and Officers Insurance; Indemnification Clause in Contracts

Directors and Officers Insurance; Indemnification. (a) From and after the Closing Date, the Purchasers shall ensure that no provision of the by-laws or other organizational documents of the Company (in effect as of the date hereof) relating to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers of the Company, unless such modification is required by law and such individuals are notified promptly in writing of any such amendment, repeal or other modification. (b) The Purchasers shall, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law and, from and after the Closing Date, shall cause the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any Losses resulting from or arising out of any claim, action or proceeding brought against such Indemnified Party arising out of or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.

Directors and Officers Insurance; Indemnification. (a) From and after During the Closing DateEmployment Period, the Purchasers Company shall ensure that no provision of the by-laws or other organizational documents of maintain Executive as an insured party on directors' and officers' insurance maintained by the Company (in effect as for the benefit of the date hereof) relating to indemnification its directors and exculpation from liability for officers. Either through its directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior insurance policy and pursuant to the Closing Date were directors terms thereof or, if such insurance is not available, otherwise, the Company will indemnify and hold Executive harmless against any liability, damage, cost or officers of expense incurred in connection with the Company, unless such modification is required by law and such individuals are notified promptly in writing defense of any such amendmentaction, repeal or other modification. (b) The Purchasers shall, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law and, from and after the Closing Date, shall cause the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any Losses resulting from or arising out of any claim, action suit or proceeding brought against such Indemnified Party arising out to which Executive is a party, or threat thereof, by reason of his being or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as having been an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder affiliate of the Company, as an Affiliate of a shareholder of to the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Companyextent permitted by applicable law; provided, however, that in no event this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the Purchasers interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have any indemnification obligations hereunder the right to participate in, and, to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and whose approval shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Sectionunreasonably withheld); provided, however, that any termination or modification Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the consent fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive's failure to deliver written notice to the Company within a reasonable time of the Purchaserscommencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Verizon Selling Shareholders and Vodafone Company's ability to defend such action, shall be binding on all Indemnified Partiesrelieve the Company of any liability to Executive under this Agreement.

Directors and Officers Insurance; Indemnification. (a) From and after Parent will provide, until the sixth anniversary of the Closing Date, the Purchasers shall ensure that no provision of the by-laws or other organizational documents directors and officers of the Company who are currently covered by the Company's existing insurance and indemnification policy an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy or, if substantially equivalent coverage is unavailable, the best available coverage; provided, that Parent shall not be -------- required to pay an annual premium for the D&O Insurance in effect as excess of 200% of the last annual premium paid by the Company prior to the date hereof) relating to indemnification and exculpation from liability , but in such case shall purchase as much coverage as possible for directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers of the Company, unless such modification is required by law and such individuals are notified promptly in writing of any such amendment, repeal or other modificationamount. (b) The Purchasers shallAfter the Effective Time, jointly the Surviving Corporation shall indemnify and severallyhold harmless each person who is now, indemnify or has been prior to the fullest extent that they are permitted to do so by applicable law and, from and after the Closing Date, shall cause the Company and Opco to indemnify date hereof or who becomes prior to the fullest extent that they are permitted to do so by applicable lawEffective Time, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any Losses resulting from or arising out of any claim, action or proceeding brought against such Indemnified Party arising out of or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries subsidiaries (the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses (including without limitation counsel fees and expenses), settlement payments or as trustee liabilities arising out of or fiduciary of in connection with any plan for claim, demand, action, suit, proceeding or investigation based in whole or in part on, or arising in whole or in part out of, the benefit of employees fact that such person is or was an officer or director of the Company or any of its Subsidiariessubsidiaries, whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time (the "Indemnified Liabilities") and (ii) taken all Indemnified Liabilities based in whole or omitted in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the fullest extent required or permitted under applicable law or under the Surviving Corporation's certificate of incorporation or bylaws. Each Indemnified Person is intended to be taken by such a third party beneficiary of this Section 4.11 and may specifically enforce its terms. This Section 4.11 shall not limit or otherwise adversely affect any rights any Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of Person may have under any agreement with the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of under the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited 's certificate of incorporation or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregatebylaws. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.

Directors and Officers Insurance; Indemnification. (a) From and after During the Closing DateEmployment Term, the Purchasers Company shall ensure keep in force for the Employee coverage under a directors and officers liability insurance policy, such coverage to be at a level no less than that no provision maintained for substantially all of the by-laws or other organizational documents executive officers of the Company (in effect as and substantially all of the date hereof) relating to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers members of the board of directors of Company (during any period that the Employee is a member of the board of directors of Company, unless such modification is required by law and such individuals are notified promptly in writing of any such amendment, repeal or other modification). (b) The Purchasers shallCompany shall indemnify Employee, jointly and severally, indemnify to the fullest maximum extent that they are permitted to do so by under applicable law and, from and after as set forth in the Closing Date, shall cause applicable organizational instruments governing the Company and Opco (including articles of incorporation, bylaws or trust instruments (as such articles, bylaws, or trust instruments may be amended, modified supplemented, or restated from time to indemnify to the fullest extent that they are permitted to do so by applicable lawtime)), jointly and severally with the Purchasersagainst all liabilities, the Verizon Selling Shareholders and their Affiliateslosses, Vodafone and its Affiliatesdamages, costs, charges, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officersexpenses (collectively, directors “Losses”) incurred or employees (the "Indemnified Parties") from any Losses resulting from or arising out of sustained by Employee in connection with any claim, action action, suit, or proceeding to which Employee may be made a party, brought against such Indemnified Party arising out of directly or relating to derivatively by any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken third party by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary reason of any plan for the benefit of employees of the Company act or any of its Subsidiaries, or (ii) taken or omitted to be taken omission by such Indemnified Party in its, his or her capacity Employee as a shareholder of the Company, as an Affiliate of a shareholder of the Company director or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; providedprovided that, howeverEmployee shall be liable for (and shall not be entitled to indemnification for) any such losses incurred by reason of his gross negligence, that in no event shall willful misconduct, or breach of the Purchasers have any indemnification obligations hereunder duty of loyalty, unless and only to the extent that (i) the court in which such indemnification would be prohibited claim, action, suit, or impermissible under applicable law if it were being provided by proceeding was brought shall have determined upon application that, despite such adjudication but in consideration of all the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out circumstances of the decision by the Verizon Selling Shareholders or Vodafone case, Employee is fairly and reasonably entitled to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses indemnity for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) such court shall not exceed $15,000,000 in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasersdeem proper. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers Employee’s rights under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies 11 shall be third-party beneficiaries of this Section 7.11in addition to, each of whom not in lieu of, any other rights to indemnification that Employee may enforce have under the provisions of this Section); providedCompany’s organizational documents, howeverapplicable law, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Partiesotherwise.

Directors and Officers Insurance; Indemnification. (a) From and For a period of six years after the Closing Dateeffective time, Youku shall cause the surviving company to maintain Tudou's existing policies of directors' and officers' liability insurance for the benefit of those persons who are covered by such policies at the effective time (or Youku may substitute therefor policies of at least the same coverage with respect to matters occurring prior to the effective time), to the extent that such liability insurance can be maintained at a cost to Youku not greater than 300 percent of the annual premium (such 300 percent threshold, the Purchasers shall ensure that no provision of "Maximum Premium") for the by-laws or other organizational documents of the Company (in effect Tudou directors' and officers' liability insurance as of the date hereofof the Merger Agreement; provided that if such insurance cannot be so maintained or obtained at such costs, Youku shall maintain or obtain as much of such insurance as can be so maintained or obtained at an annual premium amount not in excess of the Maximum Premium. Under the Merger Agreement, each of Youku and the surviving company agrees that, from and after the effective time, it will indemnify and hold harmless each individual who at the effective time is, or at any time prior to the effective time was, a director or officer of Tudou or the Tudou Subsidiaries (the "Indemnified Parties") relating against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties' service as a director or officer of Tudou or the Tudou Subsidiaries or services performed by such persons at the request of Tudou or the Tudou Subsidiaries at or prior to the effective time; provided that any such indemnification will be subject to any limitation imposed from time to time under applicable law. The memorandum and articles of association of the surviving company will contain provisions with respect to rights to indemnification, advancement of expenses and limitation on, or exculpation from liability from, liabilities for directors acts and omissions that are at least as favorable to the directors, officers shall or employees of Tudou as those contained in the memorandum and articles of association of Tudou as in effect on March 11, 2012, except to the extent prohibited by the Cayman Companies Law or any other applicable law, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date effective time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers of the CompanyIndemnified Parties, unless such modification is required by law law. Prior to the effective time of the Merger, Youku shall organize a meeting of the Youku Board for the purpose of appointing to the Youku Board as a director (1) Xx. Xxxx Xxx Xxxx, who, subject to the paragraph below, shall be entitled to serve as a director on the Youku Board for a term of one year, and (2) Mr. Xxxxx Xxx, who, subject to the paragraph below, shall be entitled to serve as a director on the Youku Board until his resignation or the designation of his successor by GGV II Delaware L.L.C. The Youku Board shall cause any successor so designated by GGV II Delaware L.L.C. to be appointed to the Youku Board as a director. Notwithstanding anything in the preceding paragraph to the contrary, at such individuals are notified promptly time after the effective time of the Merger as the Tudou Principal Shareholders beneficially own, in writing the aggregate, less than 5% of the total issued and outstanding Youku shares on a fully diluted basis for the first time, (1) all board representation rights discussed in the preceding paragraph shall immediately terminate and upon the request of the Youku Board, Xx. Xxxx Xxx Xxxx and/or Mr. Jixun Foo shall tender his respective resignation from the Youku Board and (2) Xxxxx may remove Xx. Xxxx and/or Mr. Xxx from the Youku Board pursuant to its then effective articles of association. The Merger Agreement provides that on or prior to the closing of the Merger, Tudou shall use reasonable best efforts to cause the nominee shareholders of each Tudou Subsidiary which is a variable interest entity to transfer all equity interests in each such variable interest entity to persons designated by Youku, free of any third-party rights, claims or liens (except for certain permitted liens), and revise certain variable interest entity agreements to reflect the change of the nominee shareholders of such amendmentvariable interest entities. Xxxxx and Xxxxx have agreed to satisfy the equity transfer obligations by arranging for a person designated by Xxxxx to become the new controlling shareholder of Xxxx Xxxxxx, repeal or other modification. (b) The Purchasers shallthe principal consolidated affiliated entity of Tudou, jointly and severally, indemnify without the existing shareholders of Xxxx Xxxxxx transferring any interest in Quan Toodou prior to the fullest extent that they are permitted closing of the Merger. Tudou and Xxxxx will effect this change of controlling shareholder by increasing the registered capital of Quan Toodou, thereby diluting the ownership interest in Quan Toodou of its current shareholders, and arranging for a person designated by Xxxxx to do so become the new controlling shareholder of Quan Toodou by applicable law andsubscribing for the increased registered capital. The capital increase and subscription by Xxxxx's designee will occur after Xxxxx and Xxxxx have each obtained shareholder approval at their respective AGMs but prior to completion of the Merger. This capital increase of Quan Toodou will require registration with the corresponding local branch of the SAIC and is expected to take approximately two weeks to complete. The new controlling shareholder and the remaining shareholders of Xxxx Xxxxxx has agreed to execute new contractual arrangements with Reshuffle Technology prior to the closing of the Merger, from including a business operations agreement, equity interest pledge agreement, power of attorney, exclusive technical and after consulting services agreement, equity option agreement and loan agreement, which agreements will be in the Closing Datesame form as the contractual arrangements among 1Verge Internet and Youku's consolidated affiliated entities and their respective shareholders. The equity interest pledge will be registered with the local branch of the SAIC once the registration procedure for the capital increase is complete, which is estimated to take approximately five business days. Tudou shall take all steps necessary and appropriate to cause the Company changes of directors, officers and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any Losses resulting from or arising out of any claim, action or proceeding brought against such Indemnified Party arising out of or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan governing documents for the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders Tudou Subsidiaries upon the reasonable request of Youku on or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that prior to the indemnification obligations closing of the PurchasersMerger. Furthermore, Xxxxx and Xxxxx have also agreed to arrange for a person designated by Xxxxx to become the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in new controlling shareholder of Beijing Tixian as soon as possible after the aggregate. (c) Notwithstanding any other provisions hereof, the obligations closing of the Purchasers contained Merger. Beijing Tixian was established in January 2012 to develop Tudou's animation related business and has not been active since its inception. As this Section 7.11 shall be binding upon entity is not material to Xxxxx's existing core businesses, Youku and Tudou do not plan to change Beijing Tixian's shareholding structure prior to the successors and assigns closing of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11Merger. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.

Directors and Officers Insurance; Indemnification. (a) From and after The Surviving Corporation shall, until the Closing Date, the Purchasers shall ensure that no provision sixth (6th) anniversary of the by-laws or other organizational documents Effective Time, cause to be maintained in effect the policies of directors’ and officers’ liability insurance maintained by the Company (in effect or its Subsidiaries as of the date hereofhereof (or policies of at least comparable coverage and amounts containing terms that are no less advantageous to the insured parties) relating with respect to indemnification and exculpation claims arising from liability for directors and officers shall be amended, repealed facts or otherwise modified for a period of six (6) years from the Closing Date in any manner events that would adversely affect the rights thereunder of individuals who occurred on or prior to the Closing Date were directors or officers Effective Time, covering those Persons who are covered by the Company’s current directors’ and officers’ liability insurance policy. In lieu of the purchase of such insurance by the Surviving Corporation, the Surviving Corporation may purchase a six (6) year “tail policy” under the Company’s existing directors’ and officers’ liability insurance coverage, unless and maintain such modification is “tail policy” in full force and effect for its full term. Notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be obligated to expend any amount in excess of 150% per year of the last annual premium paid by the Company and its Subsidiaries prior to the date hereof for directors’ and officers liability insurance in order to maintain or procure insurance coverage pursuant to this paragraph, and in the event that Parent or the Surviving Corporation would be required by law and to expend an amount in excess of such individuals are notified promptly in writing maximum for such insurance coverage, they shall, instead, maintain the maximum amount of any such amendment, repeal or other modificationcoverage available within the premium limits set forth herein. (b) The Purchasers Surviving Corporation shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the fullest extent that they are permitted date hereof, or who becomes prior to do so by applicable law andthe Effective Time, from and after the Closing Date, shall cause a director or officer of the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and or any of its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees Subsidiaries (the "“Indemnified Parties") from any Losses resulting from or arising out of ”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action action, suit, proceeding or proceeding brought against such Indemnified Party investigation, whether civil, criminal, administrative or investigative, arising out of or relating pertaining to any acts or omissions occurring after the execution hereof and prior to and including fact that the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as was an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of prior to and including the Effective Time, including without limitation any plan for the benefit of employees such liability arising out of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party Parent’s Form S-4 filed in its, his or her capacity as a shareholder of connection with the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder Merger to the extent such liability solely relates to information about Parent, to the fullest extent permitted under the FBCA for officers and directors of Florida corporations. Each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from the Surviving Corporation; provided that (i) any person to whom expenses are advanced provides an undertaking, to the extent required by the FBCA, to repay such indemnification would be prohibited or impermissible under applicable law advances if it were being provided by is ultimately determined that such person is not entitled to indemnification hereunder. (c) Until the Company sixth (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii6th) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out anniversary of the decision by Effective Time, the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out Articles of Incorporation and Bylaws of the execution ofSurviving Corporation shall contain, or and Parent shall cause the performance Articles of Incorporation and Bylaws of the transactions contemplated bySurviving Corporation to contain, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 provisions no less favorable with respect to electing new members indemnification, advancement of the Board expenses and exculpation of Directors present and former directors and officers of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations than are presently set forth in this Section 7.11the Articles of Incorporation and Bylaws of the Company. (d) The Until the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Purchasers under Company pursuant to any indemnification agreements between the Company and the Indemnified Parties. Parent shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by the persons referred to in this Section 7.11 shall survive the Closing and shall not be terminated or modified 6.10 in such a manner as to affect adversely any Indemnified Party to whom connection with their enforcement of their rights provided in this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone 6.10. (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries e) The provisions of this Section 7.116.10 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company by Law, articles, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties, their heirs and their representatives.

Directors and Officers Insurance; Indemnification. (a) From and after XxXxxx agrees that for the Closing Date, entire period from the Purchasers shall ensure that no provision of the by-laws or other organizational documents of the Company (in effect as of the date hereof) relating to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for a period of Effective Time until at least six (6) years from after the Closing Date Effective Time, (a) XxXxxx will cause the Surviving Corporation to maintain the Company's current directors' and officers' insurance and indemnification policy and related arrangements, if any, or an equivalent policy and related arrangements, subject in any manner that would adversely affect the rights thereunder of individuals who on or prior either case to terms and conditions no less advantageous to the Closing Date were present and former directors or and officers of the Company than those contained in the policy and arrangements in effect on the date hereof, for all present and former directors and officers of the Company, unless covering claims made and insurable events occurring prior to or within six (6) years after the Effective Time (provided that the Surviving Corporation will not be required to maintain such modification policy except to the extent that the aggregate annual cost of maintaining such policy is required by law not in excess of two hundred percent (200%) of the current annual cost, in which case the Surviving Corporation shall maintain such policies up to an annual cost of two hundred percent (200%) of the current annual cost); and such individuals are notified promptly in writing of any such amendment, repeal or other modification. (b) The Purchasers shallXxXxxx will cause the Surviving Corporation to maintain indemnification provisions, jointly including, without limitation, provisions for expense advances, for present and severally, indemnify former officers and directors in the Surviving Corporation's certificate of incorporation and bylaws to the fullest extent that they are permitted to do so by applicable law andIowa Law. In the event of any threatened or actual claim, from and after action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit proceeding or investigation in which any of the Closing Date, shall cause the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, present or former officers or directors or employees (the "Indemnified PartiesMANAGERS") from any Losses resulting from or arising out of any claim, action or proceeding brought against such Indemnified Party arising out of or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as an officer or director of the Company is, or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees is threatened to be, made a party by reason of the Company fact that such Manager is or any of its Subsidiarieswas a director, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company Company, or any of its Subsidiaries is or as trustee or fiduciary of any plan for was serving at the benefit of employees request of the Company as a director, officer, employee or any agent of its Subsidiaries another corporation, partnership, joint venture, trust or other entity, whether before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable best efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and after the Effective Time each of the Surviving Corporation and XxXxxx shall indemnify and hold harmless, as and to the full extent that the Surviving Corporation would be permitted by applicable Law (and as to matters arising from or relating to this Merger Agreement and the possible change in control of the Company, to the full extent that XxXxxx would be permitted under applicable Law), each such Manager against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement in connection with any such claim, action action, suit, proceeding or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliatesinvestigation; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. event of any such claim, action, suit, proceeding or investigation (cwhether arising before or after the Effective Time), (i) Notwithstanding any other provisions hereofthe Managers may retain counsel satisfactory to them, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any the Surviving Corporation and XxXxxx after the Effective Time, shall pay all reasonable fees and expenses of their respective successors such counsel for the Managers promptly as statements therefor are received whether before or assignsafter final determination of the matter, (i) consolidates with or merges into any other Person or and (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as or the case may beSurviving Corporation and XxXxxx after the Effective Time, honor will use their respective reasonable best efforts to assist in the indemnification obligations set forth in this Section 7.11. vigorous defense of any such matter; PROVIDED that neither the Company nor the Surviving Corporation or XxXxxx shall be liable for any settlement effected without its prior written consent (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and which consent shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders unreasonably withheld); and Vodafone (it being expressly agreed PROVIDED FURTHER that the Indemnified Parties to whom this Section 7.11 applies Company's, the Surviving Corporation's and XxXxxx'x obligations hereunder shall only be thirdreduced or relieved when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, howeverappealable, that any termination or modification with indemnification of such Manager in the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Partiesmanner contemplated is prohibited by applicable Law.

Directors and Officers Insurance; Indemnification. (a) From For a period of four (4) years from and after the Closing Date, the Purchasers shall ensure that no provision Surviving Corporation agrees to indemnify (including advancement of the by-laws or other organizational documents expenses) and hold harmless all past and present officers and directors of the Company (in effect the “Company Indemnified Persons”) to the same extent such persons are indemnified by the Company as of the date hereof) relating of this Agreement pursuant to the Company’s organizational documents, employment agreements, indemnification agreements or under applicable Legal Requirements for acts or omissions which occurred at or prior to the Effective Time; provided, that such indemnification shall be subject to limitations imposed from time to time under applicable Legal Requirements. The Surviving Corporation’s certificate of incorporation and bylaws shall contain provisions with respect to indemnification and exculpation from liability for that are at least as favorable to the past and present officers and directors of the Company as those provisions contained in the organizational documents in effect on the date hereof, and officers such provisions shall not be amended, repealed or otherwise modified for a period of six four (64) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were past and present officers and directors or officers of the Company, unless such modification is required by law and such individuals are notified promptly in writing of any such amendment, repeal or other modification. (b) The Purchasers shall, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law and, For a period of four (4) years from and after the Closing Date, shall cause the Surviving Corporation agrees to indemnify (including advancement of expenses) and hold harmless Purchaser, all past and present officers and directors of Purchaser, AFH Advisory, all Affiliates of AFH Advisory and all past and present officers and directors of AFH Advisory (the “Purchaser Indemnified Persons”) for all acts taken by the Company and Opco all failures of the Company to indemnify act, when the Company was required to act under applicable Legal Requirements, prior to the fullest extent that they are permitted to do so Effective Time. The acts taken by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, Company and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officersfailures of the Company to act, directors or employees (when the "Indemnified Parties") from any Losses resulting from or arising out of any claimCompany was required to act under applicable Legal Requirements, action or proceeding brought against such Indemnified Party arising out of or relating prior to any the Effective Time shall not be treated as the acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken of Purchaser, any past or omitted to be taken by such Indemnified Party in his present officers or her capacity as an officer or director directors of the Company Purchaser, AFH Advisory, any Affiliates of AFH Advisory or any past or present officers or directors of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregateAFH Advisory. (c) Notwithstanding any other provisions hereofPrior to the Effective Time, the obligations Company shall obtain and fully pay the premium for directors’ and officers’ liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Purchasers contained Company by reason of him or her serving in this Section 7.11 such capacity that existed or occurred at or prior to the Effective Time; provided, that the Company shall be binding upon give Purchaser a reasonable opportunity to participate in the successors selection of such tail policy and assigns of the Purchasers. In Company shall give reasonable and good faith consideration to any comments made by Purchaser with respect thereto. (d) If Purchaser, the event Parent, Sub or the Company, Surviving Corporation or any of their respective successors or assigns, assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its their properties or and assets to any Personperson, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent, Sub Purchaser or the CompanySurviving Corporation, as the case may be, honor shall assume the indemnification obligations set forth in this Section 7.115.8. (de) The obligations provisions of this Section 5.8 are intended for the benefit of, and shall be enforceable by, all past and present officers and directors of the Purchasers Company and their heirs and representatives. The rights of all past and present officers and directors of the Company under this Section 7.11 shall survive the Closing 5.8 are in addition to, and shall not be terminated in substitution for, any other rights to indemnification or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, contribution that any termination such person may have by contract, applicable Legal Requirements or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Partiesotherwise.

Directors and Officers Insurance; Indemnification. (a) From Holdings agrees that all rights to indemnification now existing or thereafter arising at or prior to Closing in favor of the present or former directors or officers of Holdings, together with such other directors of Holdings as may be acting as such prior to the Closing, as provided in its Certificate of Incorporation or Bylaws as in effect on the date thereof or pursuant to other agreements in effect on the date thereof (it being understood that between the date hereof and after the Closing Date, Holdings shall enter into indemnification agreements in the Purchasers shall ensure that no provision of form provided by the by-laws or other organizational documents of the Company (in effect as of the date hereof) relating Primary Stockholders to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or Holdings prior to the Closing Date were date hereof with all persons who have served as directors or officers of Holdings or any Subsidiary at any time during 1997) shall survive the Companytermination of this Agreement, unless the consummation of the transaction contemplated by this Agreement and the Closing, and continue in full force and effect until the expiration of the applicable statute of limitations periods, provided that, in the event any claim or claims are asserted or made within such modification is required by law and such individuals are notified promptly period, all rights to indemnification in writing respect of any such amendment, repeal claim or other modificationclaims shall continue until final disposition of any and all such claims. (b) The Purchasers Holdings shall, jointly and severallyregardless of whether the transactions contemplated by this Agreement are effected, indemnify and hold harmless to the fullest extent that they are permitted to do so by under applicable law andand under its Certificate of Incorporation, from Bylaws and after any other agreement in effect on the Closing Date, date hereof (and shall cause the Company and Opco to indemnify also advance expenses as incurred to the fullest extent permitted under applicable law provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that they are permitted such person is not entitled to do so by applicable lawindemnification), jointly all of the present and severally with the Purchasers, the Verizon Selling Shareholders former officers and their Affiliates, Vodafone and its Affiliates, directors of Holdings and the Verizon Selling Shareholders' Subsidiaries, such other officers and their Affiliates' directors of Holdings and Vodafone's the Subsidiaries as may be acting as such prior to the Closing and its Affiliates' respective officersall of the Stockholders (collectively, directors or employees (the "Indemnified Parties") from against any Losses resulting from costs or arising out of expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action action, suit, proceeding or proceeding brought against such Indemnified Party investigation, whether civil, criminal, administrative or investigative, arising out of or relating pertaining to any acts action or omissions omission occurring after the execution hereof and prior with respect to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders above arising from the breach by such Indemnified Party of any representation, warranty or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers covenant contained in this Section 7.11 shall be binding upon the successors and assigns of the PurchasersAgreement, any Related Agreement or any Financing Assurance). In the event Parentof any such claim, Sub action, suit, proceeding or investigation (whether arising before or after the CompanyClosing), or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers if Holdings has the financial capacity to pay all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers monies due under this Section 7.11 6.10 and such payment is not prohibited by compulsory legal process, Holdings shall survive have the Closing and shall right to assume the defense thereof, except that if Holdings elects not be terminated to assume such defense or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that counsel for the Indemnified Parties advises that there are issues which may raise conflicts of interest between Holdings and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to whom this Section 7.11 applies them, and Holdings shall be third-party beneficiaries pay all reasonable fees and expenses of this Section 7.11such counsel for the Indemnified Parties promptly as statements therefor are received, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent Holdings shall pay for only one firm of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on counsel for all Indemnified Parties.Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest and provided, that Holdings shall not be liable for any settlement effected without its prior written consent, and provided further that Holdings shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 6.10, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Holdings thereof, but the failure to so notify shall not relieve Holdings of any liability it may have to such Indemnified Party if such failure does not Materially prejudice Holdings as the indemnifying

Directors and Officers Insurance; Indemnification. (a) From and after During the Closing DatePart-Time Employment Term, the Purchasers Company shall ensure keep in force for the Employee coverage under a directors and officers liability insurance policy, with such coverage to be at a level no less than that no provision of the by-laws or maintained for other organizational documents officers of the Company (in effect as and the members of the date hereof) relating to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers of the Company, unless such modification is required by law and such individuals are notified promptly in writing of any such amendment, repeal or other modificationBoard. (b) The Purchasers shallCompany shall indemnify Employee, jointly and severally, indemnify to the fullest maximum extent that they are permitted to do so by under applicable law and, from and after as set forth in the Closing Date, shall cause applicable organizational instruments governing the Company and Opco (including articles of incorporation, bylaws or trust instruments (as such articles, bylaws, or trust instruments may be amended, modified supplemented, or restated from time to indemnify to the fullest extent that they are permitted to do so by applicable lawtime)), jointly and severally with the Purchasersagainst all liabilities, the Verizon Selling Shareholders and their Affiliateslosses, Vodafone and its Affiliatesdamages, costs, charges, fees (including, without limitation, attorneys’ fees), and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officersexpenses (collectively, directors “Losses”) incurred, paid or employees (the "Indemnified Parties") from any Losses resulting from or arising out of sustained by Employee in connection with any claim, action action, suit, or proceeding to which Employee may be made a party, brought against such Indemnified Party arising out of directly or relating to derivatively by any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken third party by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary reason of any plan for the benefit of employees of the Company act or any of its Subsidiaries, or (ii) taken or omitted to be taken omission by such Indemnified Party in its, his or her capacity Employee as a shareholder of the Companydirector, as an Affiliate of a shareholder of the Company manager or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; providedprovided that, howeverEmployee shall be liable for (and shall not be entitled to indemnification for) any such Losses incurred by reason of his gross negligence, that in no event shall willful misconduct, or breach of the Purchasers have any indemnification obligations hereunder duty of loyalty, unless and only to the extent that (i) the court in which such indemnification would be prohibited claim, action, suit, or impermissible under applicable law if it were being provided by proceeding was brought shall have determined upon application that, despite such adjudication but in consideration of all the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out circumstances of the decision by the Verizon Selling Shareholders or Vodafone case, Employee is fairly and reasonably entitled to enter into the transactions contemplated by indemnity for such Losses that such court shall deem proper. Employee’s rights under this Agreement at the Offer Price or out of the execution Section 8 shall be in addition to, not in lieu of, any other rights to indemnification that Employee may have under the Plan, the Company’s organizational documents, applicable law, or the performance of the transactions contemplated byotherwise. Employee, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors as an Officer of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out a member of the Board, and as a Wind-Down Indemnified Party's service Party (as an officerdefined in the Plan), director, employee or agent shall be entitled to indemnification as provided in Section 5.3.11 of the Company or any Plan, including rights to advancement of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregateindemnifiable expenses. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.

Directors and Officers Insurance; Indemnification. (a) From and after During the Closing DatePart-Time Employment Term, the Purchasers Company shall ensure keep in force for the Employee coverage under a directors and officers liability insurance policy, with such coverage to be at a level no less than that no provision of the by-laws or maintained for other organizational documents officers of the Company (in effect as and the members of the date hereof) relating to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers of the Company, unless such modification is required by law and such individuals are notified promptly in writing of any such amendment, repeal or other modificationBoard. (b) The Purchasers shallCompany shall indemnify Employee, jointly and severally, indemnify to the fullest maximum extent that they are permitted to do so by under applicable law and, from and after as set forth in the Closing Date, shall cause applicable organizational instruments governing the Company and Opco (including articles of incorporation, bylaws or trust instruments (as such articles, bylaws, or trust instruments may be amended, modified supplemented, or restated from time to indemnify to the fullest extent that they are permitted to do so by applicable lawtime)), jointly and severally with the Purchasersagainst all liabilities, the Verizon Selling Shareholders and their Affiliateslosses, Vodafone and its Affiliatesdamages, costs, charges, fees (including, without limitation, attorneys’ fees), and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officersexpenses (collectively, directors “Losses”) incurred, paid or employees (the "Indemnified Parties") from any Losses resulting from or arising out of sustained by Employee in connection with any claim, action action, suit, or proceeding to which Employee may be made a party, brought against such Indemnified Party arising out of directly or relating to derivatively by any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken third party by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary reason of any plan for the benefit of employees of the Company act or any of its Subsidiaries, or (ii) taken or omitted to be taken omission by such Indemnified Party in its, his or her capacity Employee as a shareholder of the Companydirector, as an Affiliate of a shareholder of the Company manager or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; providedprovided that, howeverEmployee shall be liable for (and shall not be entitled to indemnification for) any such Losses incurred by reason of his gross negligence, that in no event shall willful misconduct, or breach of the Purchasers have any indemnification obligations hereunder duty of loyalty, unless and only to the extent that (i) the court in which such indemnification would be prohibited claim, action, suit, or impermissible under applicable law if it were being provided by proceeding was brought shall have determined upon application that, despite such adjudication but in consideration of all the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out circumstances of the decision by case, Employee is fairly and reasonably entitled to indemnity for such Losses that such court shall deem proper. An act or omission taken with the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out approval of the execution Bankruptcy Court (as such term is defined in the Plan) or the Board, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct. Employee’s rights under this Section 8 shall be in addition to, not in lieu of, any other rights to indemnification that Employee may have under the Plan, the Company’s organizational documents, applicable law, or otherwise, including, without limitation, from the performance of the transactions contemplated by, this Agreement (other than those obligations Liquidation Trust as set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members 5.3.11 of the Board of Directors Plan. Employee, as an Officer of the Company designated by and as a Wind-Down Indemnified Party (as defined in the PurchasersPlan), shall be entitled to indemnification as provided in Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out 5.3.11 of the Indemnified Party's service as an officerPlan, director, employee or agent including rights to advancement of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregateindemnifiable expenses. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.

Directors and Officers Insurance; Indemnification. (a) From and after During the Closing DateEmployment Period, the Purchasers Company shall ensure that no provision of the by-laws or other organizational documents of maintain Executive as an insured party on directors’ and officers’ insurance maintained by the Company (in effect as for the benefit of the date hereof) relating to indemnification its directors and exculpation from liability for officers. Either through its directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior insurance policy and pursuant to the Closing Date were directors terms thereof or, if such insurance is not available, otherwise, the Company will indemnify and hold Executive harmless against any liability, damage, cost or officers of expense incurred in connection with the Company, unless such modification is required by law and such individuals are notified promptly in writing defense of any such amendmentaction, repeal or other modification. (b) The Purchasers shall, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law and, from and after the Closing Date, shall cause the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any Losses resulting from or arising out of any claim, action suit or proceeding brought against such Indemnified Party arising out to which Executive is a party, or threat thereof, by reason of his being or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as having been an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for Affiliate, to the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken extent permitted by such Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Companyapplicable law; provided, however, that in no event this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the Purchasers have interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any indemnification obligations hereunder action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the extent that (i) such indemnification would be prohibited Company a written notice of the commencement or impermissible under applicable law if it were being provided threat thereof and the Company shall have the right to participate in, and, to the extent, the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and whose approval shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Sectionunreasonably withheld); provided, however, that any termination or modification Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the consent fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive’s failure to deliver written notice to the Company within a reasonable time of the Purchaserscommencement or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Verizon Selling Shareholders and Vodafone Company's ability to defend such action, shall be binding on all Indemnified Partiesrelieve the Company of any liability to Executive under this Agreement.

Directors and Officers Insurance; Indemnification. (a) From and after Parent shall negotiate (with the Closing Date, the Purchasers shall ensure that no provision of the by-laws or other organizational documents assistance of the Company (in effect as of or its representative) and purchase “tail” insurance coverage from the date hereof) relating to indemnification and exculpation from liability for Company’s existing directors and officers shall be amendedliability insurers, repealed or otherwise modified from other insurers, that provides for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior is substantially equivalent to the Closing Date were Company’s existing directors and officers liability insurance program, or officers if substantially equivalent insurance coverage is not available, the best available coverage (“D&O Tail Coverage”); provided however that the aggregate cost for the purchase of such D&O Tail Coverage (for the entire six (6) year tail coverage period) shall not exceed more than 200% of the Companyaggregate premium paid by the Company and its Subsidiaries for the existing directors and officers liability insurance program, unless such modification is required provided, further, that should the cost of D&O Tail Coverage exceed the 200% cap, Parent shall instead purchase the best available coverage for 200% of the aggregate premium paid by law the Company and such individuals are notified promptly in writing of any such amendment, repeal or other modificationits Subsidiaries for the existing directors and officers liability insurance program. (b) The Purchasers Parent and the Surviving Company shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify and hold harmless, with respect to claims or events existing or occurring at or prior to the fullest extent that they are permitted Effective Time, each person who is now, or has been at any time prior to do so by applicable law andthe date hereof, from and after or who becomes prior to the Closing DateEffective Time, shall cause a director or officer of the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and or any of its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees Subsidiaries (the "“Indemnified Parties") from any Losses resulting from or arising out of ”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action action, suit, proceeding or proceeding brought against such Indemnified Party investigation, whether civil, criminal, administrative or investigative, arising out of or relating to any acts or omissions occurring after by reason of the execution hereof and prior to and including fact that the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his is or her capacity as was an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries, whether asserted or (ii) taken claimed prior to, at or omitted to be taken by such Indemnified Party in itsafter the Effective Time, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the fullest extent that permitted under the DGCL for officers and directors of Delaware corporations. (ic) such indemnification would be prohibited or impermissible under applicable law if it were being provided by The Certificate of Formation and Operating Agreement shall contain, and Parent shall cause the Company (other than applicable bankruptcyCertificate of Formation and Operating Agreement to so contain, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 provisions no less favorable with respect to electing new members indemnification, advancement of the Board expenses and exculpation of Directors present and former directors and officers of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 than are presently set forth in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations Certificate of the Purchasers contained in this Section 7.11 shall be binding upon the successors Incorporation and assigns Bylaws of the Purchasers. In the event Parent, Sub or the Company, or any and such commitments will be included and maintained in the Certificate of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, Incorporation and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations Bylaws of the Purchasers under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such Surviving Company upon its conversion to a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Partiescorporation.

Directors and Officers Insurance; Indemnification. Qwest agrees for the benefit of the Indemnified Persons that Qwest shall do the following: (a) From and For six years after the Closing DateEffective Time, the Purchasers Surviving Corporation and its Subsidiaries shall ensure that no provision indemnify each person who is now, or has been at any time prior to the date of the by-laws this Agreement, a director, officer, employee or other organizational documents agent of any of the Company and its Subsidiaries, and the successors and assigns of such person (individually, an "INDEMNIFIED PERSON" and, collectively the "INDEMNIFIED PERSONS"), to the same extent and in the same manner as is now provided in the respective articles of incorporation, certificates of incorporation, by-laws, operating agreements or limited partnership agreements, as applicable, of the Company and its Subsidiaries in effect as of on the date hereof) relating of this Agreement, with respect to indemnification and exculpation from liability for directors and officers shall be amendedany Loss whenever asserted or claimed (an "INDEMNIFIED LIABILITY"), repealed based in whole or otherwise modified for a period of six (6) years from in part on, or arising before or after the Closing Date Effective Time in whole or in part out of, any manner that would adversely affect the rights thereunder of individuals who on matter existing or occurring at or prior to the Closing Date were directors or officers Effective Time. Qwest hereby MERGER AGREEMENT 58 64 guarantees the obligation of the CompanySurviving Corporation provided for under this Section 8.2(a); provided, unless such modification is required by law that the guarantee obligation of Qwest provided for in this Section 8.2(a) shall, in the aggregate, be limited to an amount equal to (1) the aggregate value of the consolidated assets of the Company and such individuals are notified promptly in writing its consolidated Subsidiaries minus (2) the aggregate value of any such amendmentthe consolidated liabilities of the Company and its consolidated Subsidiaries, repeal or other modificationeach as reflected on the books and records of the Company as of the Closing Date. (b) The Purchasers shall, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law and, from and after the Closing Date, Qwest shall cause the Company and Opco Surviving Corporation to indemnify to maintain in effect for not less than six years after the fullest extent that they are permitted to do so by applicable law, jointly and severally with Effective Time the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholderscurrent policies of directors' and their Affiliatesofficers' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any Losses resulting from or arising out of any claim, action or proceeding brought against such Indemnified Party arising out of or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken liability insurance maintained by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant on the date of this Agreement; provided that (x) Qwest may substitute therefor policies providing coverage with respect to matters existing or occurring at or prior to the Effective Time (whether arising before or after the Effective Time) and containing terms and conditions that, taken as a whole, are no less advantageous to the persons covered by such current insurance policies and (y) if the aggregate annual premiums for such insurance at any time during such period shall exceed 200% of the per annum rate of premiums paid by the Company and its Subsidiaries for such insurance on the date of this Agreement, then Qwest shall cause the Surviving Corporation to, and the Surviving Corporation shall, provide the maximum coverage that shall then be available at an annual premium equal to 200% of such rate, and, in addition to the indemnification provided above in this Section 7.11(b) 8.2(b), shall not exceed $15,000,000 in indemnify the aggregateIndemnified Persons for the balance of such insurance coverage on the same terms and conditions as though Qwest were the insurer under those policies. (c) Notwithstanding any other provisions hereof, the obligations Promptly after receipt by an Indemnified Person of notice of the Purchasers contained assertion (an "ASSERTION") of any claim or the commencement of any action against the person in this Section 7.11 shall respect of which indemnity or reimbursement may be binding upon the successors and assigns sought hereunder against any of the Purchasers. In the event Parent, Sub or the Company, Qwest, the Surviving Corporation or any of their respective successors or assignsSubsidiaries (collectively, (i) consolidates "INDEMNITORS"), such Indemnified Person shall notify any Indemnitor in writing of the Assertion, but the failure to so notify any Indemnitor shall not relieve any Indemnitor of any liability it may have to such Indemnified Person hereunder except where such failure shall have materially prejudiced Indemnitor in defending against such Assertion. The Indemnitors shall be entitled to participate in and, to the extent the Indemnitors elect by written notice to such Indemnified Person within 30 days after receipt by any Indemnitor of notice of such Assertion, to assume the defense of such Assertion, at their own expense, with or merges into counsel chosen by the Indemnitors and reasonably satisfactory to an Indemnified Person. Notwithstanding that the Indemnitors shall have elected by such written notice to assume the defense of any other Assertion, such Indemnified Person or (ii) transfers all shall have the right to participate in the investigation and defense thereof, with separate counsel chosen by such Indemnified Person, but in such event the fees and expenses of such counsel shall be paid by such Indemnified Person, except to the extent that, in the opinion of counsel for the Indemnified Person, the Indemnified Person and the Indemnitor have conflicting interests in which case the Indemnitor shall pay the fees and expenses of such separate counsel; provided that, in connection with any Action or substantially all of its properties or assets to any Person, then, and similar actions in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations same jurisdiction arising out of the Purchasers under this Section 7.11 shall survive same general allegations, the Closing and Indemnitors shall not be terminated or modified liable for fees and expenses of more than one separate firm of attorneys for all Indemnified Persons, which firm shall be identified in such a manner as writing to affect adversely the Indemnitors. No Indemnified Person shall settle any Indemnified Party to whom this Section 7.11 applies Assertion without the prior written consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies Qwest nor shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.Qwest settle

Directors and Officers Insurance; Indemnification. (a) From and after Parent shall, or shall cause the Closing DateSurviving Corporation to, the Purchasers shall ensure that no provision of the by-laws or other organizational documents of the Company (in effect as of the date hereof) relating to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for purchase a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior year extended reporting period endorsement (“reporting tail coverage”) with respect to the Closing Date were Company’s directors or and officers liability insurance currently in effect, on terms no less favorable than the terms of such insurance currently in effect, and maintain such endorsement in full force and effect for its full term, provided that Parent shall not be required to pay more than 175% of the Companyaggregate premium paid by the Company and its Subsidiaries in the year ended December 31, unless 2006 for such modification is required reporting tail coverage, provided, further, should the cost of reporting tail coverage exceed such cap, Parent shall instead purchase the maximum reporting tail coverage available for 175% of the aggregate premium paid by law the Company and such individuals are notified promptly its Subsidiaries in writing of any such amendmentthe year ended December 31, repeal or other modification2006. (b) The Purchasers Parent and the Surviving Corporation shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law andand hold harmless, from and after the Closing Date, shall cause the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any Losses resulting from or arising out of any claim, action or proceeding brought against such Indemnified Party arising out of or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of claims or events existing or occurring at or prior to the Board of Directors of Effective Time, each person who is now, or has been at any time prior to the Company designated by date hereof, or who becomes prior to the PurchasersEffective Time, Section 7.7a director, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation (including without limitation any claim, action, suit proceeding or investigation related to the Merger, this Agreement and the other transactions contemplated hereby), whether civil, criminal, administrative or investigative, arising out of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees by reason of the Company fact that the Indemnified Party is or any of its Subsidiaries and the claimwas a director, action officer, employee or proceeding giving rise to such Losses is brought by any agent of the Verizon Selling Shareholders Company, whether asserted or any claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for directors, officers, employees and agents of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregateDelaware corporations. (c) Notwithstanding any other The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain, and Parent shall cause the Certificate of Incorporation and Bylaws of the Surviving Corporation to so contain, provisions hereofno less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company than are presently set forth in the Certificate of Incorporation and Bylaws of the Company, and such commitments will be included and maintained in the Certificate of Incorporation and Bylaws of the Surviving Corporation. (d) This Section 5.10 shall survive the consummation of the Merger, is intended to benefit the Company, the obligations Surviving Corporation and each Person who on or prior to the Effective Time was a director, officer, employee or agent of the Purchasers contained in this Section 7.11 Company, and shall be binding upon the on all successors and assigns of Parent and the PurchasersSurviving Corporation, and shall be enforceable by each Person who on or prior to the Effective Time was a director, officer, employee or agent of the Company. In the event Parent, Sub If Parent or the Company, Surviving Corporation or any of their respective successors or assigns, assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving entity of such consolidation or merger or (ii) transfers all or substantially all of its properties or and assets to any Personperson, then, then and in each such case, proper provision shall be made so that the successors and assigns of Parent, Sub Parent or the CompanySurviving Corporation, as the case may be, honor shall assume the indemnification obligations set forth in this Section 7.115.10 to the extent permitted by applicable law. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.

Directors and Officers Insurance; Indemnification. (a) Buyer shall cause, at Seller's sole expense, the individuals serving as officers and directors of Buyer immediately prior to the Effective Time (each, a "D&O Indemnified Party") to be covered for a period of five (5) years after the Effective Time by a directors' and officers' tail liability insurance policy with terms consistent with the policy previously provided to Seller by Buyer (the "D&O Policy"). (b) From and after the Closing DateEffective Time, Buyer covenants and agrees to honor and fulfill in all respects the Purchasers shall ensure that no provision obligations of the Buyer under applicable provisions of Florida law relating to indemnification of Buyer's directors and officers, under Buyer's articles of incorporation and by-laws or other organizational documents of the Company (in effect as of the date hereof) relating to , and under any and all indemnification agreements in effect as of the date hereof between Buyer and exculpation from liability for any of its current or former directors or officers and officers shall be amended, repealed any person who becomes a director or otherwise modified for a period officer of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or Buyer prior to the Closing Date were directors or officers of the Company, unless such modification is required by law and such individuals are notified promptly in writing of Effective Time with respect to any such amendment, repeal or other modification. (b) The Purchasers shall, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law and, from and after the Closing Date, shall cause the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any Losses resulting from or matter arising out of any claimof, action relating to, or proceeding brought against such Indemnified Party arising out of or relating to in connection with any acts or omissions occurring or alleged to have occurred prior to the Effective Time, including those arising out of, resulting from or related to the Contemplated Transactions. Buyer further covenants and agrees that Buyer shall not take any action after the execution hereof Effective Time to reduce or limit the rights to indemnification and limitation of liability relating to such directors and officers so included in Buyer's articles of incorporation or by-laws or in any such indemnification agreements. (c) From and after the Effective Time, subject to Section 6.16(d), Seller shall indemnify, defend, and hold harmless the D&O Indemnified Parties against all Claims or Losses arising out of, resulting from or related to the Contemplated Transactions, in which a D&O Indemnified Party is, or is threatened to be made, a party or witness arising out of the fact that such D&O Indemnified Party is or was a director or officer of Buyer prior to the Effective Time if such Claim or Loss pertains to any matter of fact arising, existing or occurring at or before the Effective Time, regardless of whether such Claim or Loss is asserted or claimed before, or after, the Effective Time. (d) Each D&O Indemnified Party shall deliver prompt written notice to Buyer and including Seller of any Claim or Loss of the Closing Date (i) taken type set forth in Section 6.16(c), and Buyer shall provide prompt written notice to the insurer under the D&O Policy of such Claim or omitted Loss in accordance with the procedures set forth in the D&O Policy for matters reasonably expected to be taken by covered under the D&O Policy. Seller shall promptly pay expenses (including reasonable attorneys' fees) in advance of the final disposition of any such Claim or Loss to each D&O Indemnified Party to the fullest extent permitted by applicable law in his the event such expenses are not promptly advanced to such D&O Indemnified Party by either the applicable D&O Policy carrier(s) pursuant to the D&O Policy or her capacity as an officer Buyer under applicable provisions of Florida and federal law relating to indemnification, pursuant to Buyer's articles of incorporation and by-laws, or director pursuant to any indemnification agreement between Buyer and such D&O Indemnified Party. Seller shall also fully indemnify such D&O Indemnified Party under Section 6.16(c) in the event that the D&O Indemnified Party's liability incurred in respect of the Company Claim or Loss is not promptly and/or fully indemnified by either the applicable D&O Policy carrier(s) pursuant to the D&O Policy or Buyer under applicable provisions of Florida and federal law relating to indemnification, pursuant to Buyer's articles of incorporation and by-laws, or pursuant to any indemnification agreement between Buyer and such D&O Indemnified Party. Seller have no obligation to provide indemnification pursuant to this Section 6.16(c) in the event of willful misconduct or fraud by the D&O Indemnified Party as determined by a final non-appealable judgment. Notwithstanding the foregoing, if any amounts paid to any D&O Indemnified Party by Seller under this Section 6.16 are later determined to be covered and paid by the D&O Policy or otherwise paid by Buyer, Seller shall have the right to be reimbursed by the insurer under the D&O Policy, Buyer, or such D&O Indemnified Party, as applicable. (e) If Buyer or any of its Subsidiaries successors or as trustee assigns (i) shall consolidate with or fiduciary merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of any plan for the benefit of employees of the Company such consolidation or any of its Subsidiariesmerger, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers transfer all or substantially all of its properties or property and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent, Sub or Buyer shall assume and fulfill the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11Sections 6.16(a) and (b). (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.

Directors and Officers Insurance; Indemnification. (a) From and after During the Closing DateEmployment Period, the Purchasers Company shall ensure that no provision of the by-laws or other organizational documents of maintain Executive as an insured party on directors’ and officers’ insurance maintained by the Company (in effect as for the benefit of the date hereof) relating to indemnification its directors and exculpation from liability for officers. Either through its directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior insurance policy and pursuant to the Closing Date were directors terms thereof or, if such insurance is not available, otherwise, the Company will indemnify and hold Executive harmless against any liability, damage, cost or officers of expense incurred in connection with the Company, unless such modification is required by law and such individuals are notified promptly in writing defense of any such amendmentaction, repeal or other modification. (b) The Purchasers shall, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law and, from and after the Closing Date, shall cause the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any Losses resulting from or arising out of any claim, action suit or proceeding brought against such Indemnified Party arising out to which Executive is a party, or threat thereof, by reason of his being or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as having been an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder affiliate of the Company, as an Affiliate of a shareholder of to the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Companyextent permitted by applicable law; provided, however, that in no event this indemnity shall not apply if Executive is determined by a court of competent jurisdiction to have acted against the Purchasers interests of the Company with gross negligence, gross misconduct, or gross malfeasance. Promptly after receipt by Executive of notice of the commencement of any action (including any governmental action) or threat thereof, Executive shall, if a claim covered by this Section 12(1) is to be made or is threatened against Executive, deliver to the Company a written notice of the commencement or threat thereof and the Company shall have any indemnification obligations hereunder the right to participate in, and, to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided ,the Company so desires to assume the defense thereof with counsel selected by the Company and approved by Executive (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and whose approval shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Sectionunreasonably withheld); provided, however, that any termination or modification Executive (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the consent fees and expenses to be paid by the Company, if, and only if, representation of Executive by the counsel retained by the Company would be inappropriate due to actual or potential differing interests between Executive and any other party represented by such counsel in such proceeding. Executive’s failure to deliver written notice to the Company within a reasonable time of the Purchaserscommencement’ or threat of any action for which Executive seeks indemnification under this Section 12(1), if prejudicial to the Verizon Selling Shareholders and Vodafone Company’s ability to defend such action, shall be binding on all Indemnified Partiesrelieve the Company of any liability to Executive under this Agreement.

Directors and Officers Insurance; Indemnification. (a) From and after The Parent shall, or shall cause the Closing DateSurviving Corporation to, the Purchasers shall ensure that no provision of the by-laws or other organizational documents of the Company (in effect as of the date hereof) relating to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for purchase a period of six (6) years from year extended reporting period endorsement (“reporting tail coverage”) with respect to the Closing Date Company’s directors and officers liability insurance currently in any manner effect, and maintain such endorsement in full force and effect for its full term, provided that would adversely affect Parent shall not be required to pay more than 275% of the rights thereunder aggregate premium paid by the Company and its Subsidiaries in the year ended December 31, 2004 for such reporting tail coverage, provided, further, should the cost of individuals who reporting tail coverage exceed such cap, Parent shall instead purchase the maximum reporting tail coverage available for 275% of the aggregate premium paid by the Company and its subsidiaries in the year ended December 31, 2004. Parent may also request that Company purchase the forgoing coverage on or Parent’s behalf prior to the Closing Date were directors or officers of the Company, unless such modification is required by law Effective Time and such individuals are notified promptly Company shall cooperate with Parent in writing of any such amendment, repeal or other modificationdoing so. (b) The Purchasers Parent and the Surviving Corporation shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify and hold harmless, with respect to claims or events existing or occurring at or prior to the fullest extent that they are permitted Effective Time, each person who is now, or has been at any time prior to do so by applicable law andthe date hereof, from and after or who becomes prior to the Closing DateEffective Time, shall cause a director or officer of the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and or any of its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors or employees Subsidiaries (the "“Indemnified Parties") from any Losses resulting from or arising out of ”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action action, suit, proceeding or proceeding brought against such Indemnified Party investigation, whether civil, criminal, administrative or investigative, arising out of or relating to any acts or omissions occurring after by reason of the execution hereof and prior to and including fact that the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his is or her capacity as was an officer or director of the Company or any of its Subsidiaries Subsidiaries, whether asserted or as trustee claimed prior to, at or fiduciary after the Effective Time, to the fullest extent permitted under the DGCL for officers and directors of any plan for the benefit Delaware corporations. (c) The Certificate of employees Incorporation and Bylaws of the Company or any Surviving Corporation shall contain, and Parent shall cause the Certificate of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder Incorporation and Bylaws of the CompanySurviving Corporation to so contain, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in provisions no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 less favorable with respect to electing new members indemnification, advancement of the Board expenses and exculpation of Directors present and former directors and officers of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations than are presently set forth in this Section 7.11the Certificate of Incorporation and Bylaws of the Company. (d) The obligations of Parent shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by the Purchasers under persons referred to in this Section 7.11 shall survive the Closing and shall not be terminated or modified 5.10 in such a manner as to affect adversely any Indemnified Party to whom connection with their enforcement of their rights provided in this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone 5.10. (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries e) The provisions of this Section 7.11are intended to be in addition to the rights otherwise available to the current officers and directors of the Company by Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties, their heirs and their representatives.

Directors and Officers Insurance; Indemnification. (a) From and after Acquiror agrees that for the Closing Date, entire period from the Purchasers shall ensure that no provision of the by-laws or other organizational documents of the Company (in effect as of the date hereof) relating to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for a period of Effective Time until at least six (6) years from after the Closing Date Effective Time, (a) Acquiror will cause the Surviving Corporation to maintain the Company's current directors' and officers' insurance and indemnification policy and related arrangements, or an equivalent policy and related arrangements, subject in any manner that would adversely affect the rights thereunder of individuals who on or prior either case to terms and conditions no less advantageous to the Closing Date were present and former directors or and officers of the Company than those contained in the policy and arrangements in effect on the date hereof, for all present and former directors and officers of the Company, unless covering claims made and insurable events occurring prior to or within six (6) years after the Effective Time (provided that the Surviving Corporation will not be required to maintain such modification policy except to the extent that the aggregate annual cost of maintaining such policy is required by law not in excess of two hundred percent (200%) of the current annual cost, in which case the Surviving Corporation shall maintain such policies up to an annual cost of two hundred percent (200%) of the current annual cost); and such individuals are notified promptly in writing of any such amendment, repeal or other modification. (b) The Purchasers shall, jointly Acquiror will cause the Surviving Corporation to maintain indemnification provisions for present and severally, indemnify former officers and directors in the Surviving Corporation's certificate of incorporation and bylaws to the fullest extent that they are permitted to do so by applicable law andDelaware Law. In the event of any threatened or actual claim, from and after action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit proceeding or investigation in which any of the Closing Date, shall cause the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, present or former officers or directors or employees (the "Indemnified PartiesManagers") from any Losses resulting from or arising out of any claim, action or proceeding brought against such Indemnified Party arising out of or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiariesis, or (ii) taken is threatened to be, made a party by reason of -------- the fact that such Manager is or omitted to be taken by such Indemnified Party in itswas a director, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company Company, or any of its Subsidiaries is or as trustee or fiduciary of any plan for was serving at the benefit of employees request of the Company as a director, officer, employee or any agent of its Subsidiaries another corporation, partnership, joint venture, trust or other entity, whether before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that the Company shall indemnify and hold harmless, and after the Effective Time each of the Surviving Corporation and Acquiror shall indemnify and hold harmless, as and to the full extent that the Surviving Corporation would be permitted by applicable Law (and as to matters arising from or relating to this Merger Agreement and the possible change in control of the Company, to the full extent that Acquiror would be permitted under applicable Law), each such Manager against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement in connection with any such claim, action action, suit, proceeding or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliatesinvestigation; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregate. event of any such claim, action, suit, proceeding or investigation (cwhether arising before or after the Effective Time), (i) Notwithstanding any other provisions hereofthe Managers may retain counsel satisfactory to them, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any the Surviving Corporation and Acquiror after the Effective Time, shall pay all reasonable fees and expenses of their respective successors or assigns, (i) consolidates with or merges into any other Person or such counsel for the Managers promptly as statements therefor are received and (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as or the case may beSurviving Corporation and Acquiror after the Effective Time, honor will use their respective best efforts to assist in the indemnification obligations set forth in this Section 7.11. vigorous defense of any such matter; provided that neither the Company nor the Surviving Corporation or Acquiror shall be liable for any settlement effected without its prior written consent (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and which consent shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders unreasonably withheld); and Vodafone (it being expressly agreed provided further that the Indemnified Parties Company and the Surviving Corporation and Acquiror shall have only such obligation hereunder as is permitted by applicable Law to whom this Section 7.11 applies any Manager when and if a court of competent jurisdiction shall be thirdultimately determine, and such determination shall have become final and non-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, howeverappealable, that any termination or modification with indemnification of such Manager in the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Partiesmanner contemplated is prohibited by applicable Law.

Directors and Officers Insurance; Indemnification. Qwest agrees for the benefit of the Indemnified Persons that Qwest shall do the following: (a) From and For six years after the Closing DateEffective Time, the Purchasers Surviving Corporation and its Subsidiaries shall ensure that no provision indemnify each person who is now, or has been at any time prior to the date of the by-laws this Agreement, a director, officer, employee or other organizational documents agent of any of the Company and its Subsidiaries, and the successors and assigns of such person (individually, an "INDEMNIFIED PERSON" and, collectively the "INDEMNIFIED PERSONS"), to the same extent and in the same manner as is now provided in the respective articles of incorporation, certificates of incorporation, by-laws, operating agreements or limited partnership agreements, as applicable, of the Company and its Subsidiaries in effect as of on the date hereof) relating of this Agreement, with respect to indemnification and exculpation from liability for directors and officers shall be amendedany Loss whenever asserted or claimed (an "INDEMNIFIED LIABILITY"), repealed based in whole or otherwise modified for a period of six (6) years from in part on, or arising before or after the Closing Date Effective Time in whole or in part out of, any manner that would adversely affect the rights thereunder of individuals who on matter existing or occurring at or prior to the Closing Date were directors or officers Effective Time. Qwest hereby guarantees the obligation of the CompanySurviving Corporation provided for under this Section 8.2(a); provided, unless such modification is required by law that the guarantee obligation of Qwest provided for in this Section 8.2(a) shall, in the aggregate, be limited to an amount equal to (1) the aggregate value of the consolidated assets of the Company and such individuals are notified promptly in writing its consolidated Subsidiaries minus (2) the aggregate value of any such amendmentthe consolidated liabilities of the Company and its consolidated Subsidiaries, repeal or other modificationeach as reflected on the books and records of the Company as of the Closing Date. (b) The Purchasers shall, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law and, from and after the Closing Date, Qwest shall cause the Company and Opco Surviving Corporation to indemnify to maintain in effect for not less than six years after the fullest extent that they are permitted to do so by applicable law, jointly and severally with Effective Time the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliates, and the Verizon Selling Shareholderscurrent policies of directors' and their Affiliatesofficers' and Vodafone's and its Affiliates' respective officers, directors or employees (the "Indemnified Parties") from any Losses resulting from or arising out of any claim, action or proceeding brought against such Indemnified Party arising out of or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken liability insurance maintained by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries, or (ii) taken or omitted to be taken by such Indemnified Party in its, his or her capacity as a shareholder of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; provided, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant on the date of this Agreement; provided that (x) Qwest may substitute therefor policies providing coverage with respect to this Section 7.11(bmatters existing or occurring at or prior to the Effective Time (whether arising before or after the Effective Time) and containing terms and conditions that, taken as a whole, are no less advantageous to the persons covered by such current insurance policies and (y) if the aggregate annual premiums for such insurance at any time during such period shall not exceed $15,000,000 in the aggregate. (c) Notwithstanding any other provisions hereof, the obligations 200% of the Purchasers contained in this Section 7.11 shall be binding upon per annum rate of premiums paid by the successors Company and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.its

Directors and Officers Insurance; Indemnification. (a) From and after During the Closing DatePart-Time Employment Term, the Purchasers Company shall ensure keep in force for the Employee coverage under a directors and officers liability insurance policy, with such coverage to be at a level no less than that no provision of the by-laws or maintained for other organizational documents officers of the Company (in effect as and the members of the date hereof) relating to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers of the Company, unless such modification is required by law and such individuals are notified promptly in writing of any such amendment, repeal or other modificationBoard. (b) The Purchasers shallCompany shall indemnify Employee, jointly and severally, indemnify to the fullest maximum extent that they are permitted to do so by under applicable law and, from and after as set forth in the Closing Date, shall cause applicable organizational instruments governing the Company and Opco (including articles of incorporation, bylaws or trust instruments (as such articles, bylaws, or trust instruments may be amended, modified supplemented, or restated from time to indemnify to the fullest extent that they are permitted to do so by applicable lawtime)), jointly and severally with the Purchasersagainst all liabilities, the Verizon Selling Shareholders and their Affiliateslosses, Vodafone and its Affiliatesdamages, costs, charges, fees (including, without limitation, attorneys’ fees), and the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officersexpenses (collectively, directors “Losses”) incurred, paid or employees (the "Indemnified Parties") from any Losses resulting from or arising out of sustained by Employee in connection with any claim, action action, suit, or proceeding to which Employee may be made a party, brought against such Indemnified Party arising out of directly or relating to derivatively by any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken third party by such Indemnified Party in his or her capacity as an officer or director of the Company or any of its Subsidiaries or as trustee or fiduciary reason of any plan for the benefit of employees of the Company act or any of its Subsidiaries, or (ii) taken or omitted to be taken omission by such Indemnified Party in its, his or her capacity Employee as a shareholder of the Companydirector, as an Affiliate of a shareholder of the Company manager or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of the Company; providedprovided that, howeverEmployee shall be liable for (and shall not be entitled to indemnification for) any such Losses incurred by reason of her gross negligence, that in no event shall willful misconduct, or breach of the Purchasers have any indemnification obligations hereunder duty of loyalty, unless and only to the extent that (i) the court in which such indemnification would be prohibited claim, action, suit, or impermissible under applicable law if it were being provided by proceeding was brought shall have determined upon application that, despite such adjudication but in consideration of all the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out circumstances of the decision by case, Employee is fairly and reasonably entitled to indemnity for such Losses that such court shall deem proper. An act or omission taken with the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out approval of the execution Bankruptcy Court (a such term is defined in the Plan) or the Board, and not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willful misconduct. Employee’s rights under this Section 8 shall be in addition to, not in lieu of, any other rights to indemnification that Employee may have under the Plan, the Company’s organizational documents, applicable law, or otherwise, including, without limitation, from the performance of the transactions contemplated by, this Agreement (other than those obligations Liquidation Trust as set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members 5.3.11 of the Board of Directors Plan. Employee, as an Officer of the Company designated by and as a Wind-Down Indemnified Party (as defined in the PurchasersPlan), shall be entitled to indemnification as provided in Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out 5.3.11 of the Indemnified Party's service as an officerPlan, director, employee or agent including rights to advancement of the Company or any of its Subsidiaries or as trustee or fiduciary of any plan for the benefit of employees of the Company or any of its Subsidiaries and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasers, the Company and its Subsidiaries pursuant to this Section 7.11(b) shall not exceed $15,000,000 in the aggregateindemnifiable expenses. (c) Notwithstanding any other provisions hereof, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent of the Verizon Selling Shareholders and Vodafone (it being expressly agreed that the Indemnified Parties to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Section); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.

Directors and Officers Insurance; Indemnification. (a) From The Company will provide Employee director and after the Closing Date, the Purchasers shall ensure that no provision of the by-laws or other organizational documents of the Company (officer liability insurance coverage in effect as of the date hereof) relating to indemnification and exculpation from liability for directors and officers shall be amended, repealed or otherwise modified for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Closing Date were directors or officers of the Company, unless such modification is required by law and such individuals are notified promptly in writing of any such amendment, repeal or other modification. (b) The Purchasers shall, jointly and severally, indemnify to the fullest extent that they are permitted to do so by applicable law and, from and after the Closing Date, shall cause the Company and Opco to indemnify to the fullest extent that they are permitted to do so by applicable law, jointly and severally with the Purchasers, the Verizon Selling Shareholders and their Affiliates, Vodafone and its Affiliatesamounts, and on terms and conditions, no less favorable to Employee than the Verizon Selling Shareholders' and their Affiliates' and Vodafone's and its Affiliates' respective officers, directors coverage provided for any other present or employees (the "Indemnified Parties") from any Losses resulting from or arising out of any claim, action or proceeding brought against such Indemnified Party arising out of or relating to any acts or omissions occurring after the execution hereof and prior to and including the Closing Date (i) taken or omitted to be taken by such Indemnified Party in his or her capacity as an former officer or director of the Company or any Company, until the earlier of its Subsidiaries or as trustee or fiduciary of any plan for (i) the benefit of employees sixth anniversary of the Company or any of its Subsidiaries, Termination Date or (ii) taken such time as the Company and its affiliates no longer maintain any policy of insurance covering errors or omitted omissions by any of the Company's present or former officers or directors. The Company will, promptly upon written request and to be taken the fullest extent legally permitted or authorized by such Indemnified Party the Company's certificate of incorporation, by-laws or Board resolutions or, if greater, by the laws of the State of Delaware, indemnify and hold harmless Employee in itsall pending or threatened actions, his suits and proceedings, against him or her capacity as threatened against him, whether civil, criminal, administrative, or investigative by reason of the fact that Employee was a shareholder director, officer, or agent of the Company, as an Affiliate of a shareholder of the Company or as an officer or director of a shareholder of the Company or of an Affiliate of a shareholder of was at the Company; provided's request serving as a director, however, that in no event shall the Purchasers have any indemnification obligations hereunder to the extent that (i) such indemnification would be prohibited or impermissible under applicable law if it were being provided by the Company (other than applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally), (ii) such actions (or failure to take action) violate Section 7.3, (iii) the Losses for which indemnification is sought arise out of the decision by the Verizon Selling Shareholders or Vodafone to enter into the transactions contemplated by this Agreement at the Offer Price or out of the execution of, or the performance of the transactions contemplated by, this Agreement (other than those obligations set forth in Section 7.1, Section 7.3, Section 7.5, Section 7.6 with respect to electing new members of the Board of Directors of the Company designated by the Purchasers, Section 7.7, Section 7.10 and Section 7.16) or (iv) the Losses for which indemnification is sought arise out of the Indemnified Party's service as an officer, director, employee or agent of the Company another entity, against all costs, expenses, liabilities and losses (including, without limitation, judgments, interest, penalties, fines, ERISA excise taxes or penalties, attorneys' fees reasonably incurred, expenses of investigation reasonably incurred, and reasonable amounts paid to or to be paid in settlement) that are suffered or incurred by him in connection with any of its Subsidiaries such pending or as trustee threatened action, suit or fiduciary of any plan for proceeding, and such indemnification shall inure to the benefit of employees of the Company or any of its Subsidiaries Employee's heirs, executives and the claim, action or proceeding giving rise to such Losses is brought by any of the Verizon Selling Shareholders or any of their Affiliates or Vodafone or any of its Affiliates; provided, further, that the indemnification obligations of the Purchasersadministrators. In addition, the Company shall advance to Employee all costs and its Subsidiaries pursuant expenses (including, without limitation, attorneys fees) reasonably incurred by him in connection with any such pending or threatened action, suit or proceeding within 20 days after receipt by the Company of a written request for advancement accompanied by (x) documentation reasonably evidencing the sums for which advancement is sought and (y) to this Section 7.11(b) shall the extent required by law, an undertaking by Employee to repay the amount advanced if he is ultimately determined not exceed $15,000,000 in to be entitled to indemnification against such costs and expenses. Notwithstanding anything herein to the aggregate. (c) Notwithstanding any other provisions hereofcontrary, the obligations of the Purchasers contained in this Section 7.11 shall be binding upon the successors and assigns of the Purchasers. In the event Parent, Sub or the Company, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent, Sub or the Company, as the case may be, honor the indemnification obligations set forth in this Section 7.11. (d) The obligations of the Purchasers under this Section 7.11 shall survive the Closing and Employee shall not be terminated entitled to indemnification if it is prohibited by Delaware General Corporation Law, and nothing in this Agreement shall limit or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 7.11 applies without the consent reduce Employee's rights under Article XI of the Verizon Selling Shareholders and Vodafone Company's current Certificate of Incorporation (it being expressly agreed that the Indemnified Parties which Article relates to whom this Section 7.11 applies shall be third-party beneficiaries of this Section 7.11, each of whom may enforce the provisions of this Sectionindemnification); provided, however, that any termination or modification with the consent of the Purchasers, the Verizon Selling Shareholders and Vodafone shall be binding on all Indemnified Parties.