Detrimental Conduct. You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, you will not engage in Detrimental Conduct.

Prohibited Conduct. In consideration of the grant by the Company of the RSUs and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company, intending to be legally bound, agree to the provisions regarding “Prohibited Conduct” set forth on Annex A to this Agreement.

Egregious Conduct. If the Board or the Committee has determined that egregious conduct of the Participant is substantially detrimental to the Company, the Board or the Committee may take such action as it deems necessary to remedy the misconduct and prevent its recurrence. “Egregious conduct” shall mean any act or omission which would constitute Cause for termination, and such egregious conduct is “substantially detrimental to the Company” if it causes substantial harm to the Company (financially, reputationally or otherwise) or exposes the Company to substantial legal liability. In determining what Remedies to pursue, the Board or Committee will take into account all relevant factors, including the following: # the amount of compensation received by the Participant that exceeds the amount of compensation that otherwise would have been received or granted had the Participant’s conduct been known; # the relative fault or degree of involvement by the Participant; # the relative impact of the Participant’s conduct on the Company; and # any other facts and circumstances determined relevant by the Board or the Committee, in its sole discretion.

Prohibited Conduct. During the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Administrative Officer of Verizon (or his or her designee):

Conduct of proceedings with respect to Neuren IP

Conduct of proceedings with respect to Neuren [[Unknown Identifier]]

Section # Company Indemnification – Proceedings Other Than Proceedings by or in the Right of the Company. The Company shall, in the manner provided in this Agreement, but subject to the limitations and exclusions provided elsewhere herein, indemnify and hold harmless Indemnitee against Expenses and Losses incurred in connection with any Proceeding, other than a Proceeding by or in the right of the Company to procure judgment in its favor, incurred by or on behalf of Indemnitee by reason of Indemnitee’s Corporate Status if Indemnitee has met the Standard of Conduct.

Insolvency Proceedings. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated ​ that is not an Affiliated Debt Fund hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the ​ or any other Loan Party at a time when such ​ is an Affiliated ​, such Affiliated ​ irrevocably authorizes and empowers the Administrative ​ to vote on behalf of such Affiliated ​ with respect to the Term Loans held by such Affiliated ​ in any manner in the Administrative ​’s sole discretion, unless the Administrative ​ instructs such Affiliated ​ to vote, in which case such Affiliated ​ shall vote with respect to the Term Loans held by it as the Administrative ​ directs; provided that such Affiliated ​ shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative ​) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated ​ in a manner that is less favorable in any material respect to such Affiliated ​ than the proposed treatment of similar Obligations held by Lenders that are not Affiliates of the ​. The Lenders and each Affiliated ​ that is not an Affiliated Debt Fund agree and acknowledge that the provisions set forth in this [Section 11.07(j)] and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated ​ constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the ​ or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the ​ or such Restricted Subsidiary, as applicable. Each Affiliated ​ hereby irrevocably appoints the Administrative ​ (such appointment being coupled with an interest) as such Affiliated ​’s attorney-in-fact, with full authority in the place and stead of such Affiliated ​ and in the name of such Affiliated ​ (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated ​ may otherwise have), from time to time in the Administrative ​’s discretion to take any action and to execute any instrument that the Administrative ​ may deem reasonably necessary to vote on behalf of such Affiliated ​ as set forth in this [Section 11.07(j)].

No Proceedings. There are no pending, and to Unum’s knowledge there are no threatened, actions, claims, demands, suits, proceedings, arbitrations, grievances, citations, summonses, subpoenas, inquiries or investigations of any nature, civil, criminal, regulatory or otherwise, in law or in equity, against Unum or any of its Affiliates or, to the knowledge of Unum, pending or threatened against any Third Party, in each case involving the Unum Background Technology, or relating to the transactions contemplated by this Agreement.

No Proceedings. Except as otherwise disclosed, there are no pending, and to SGI’s knowledge there are no threatened, actions, claims, demands, suits, proceedings, arbitrations, grievances, citations, summonses, subpoenas, inquiries or investigations of any nature, civil, criminal, regulatory or otherwise, in law or in equity, against SGI or any of its Affiliates or, to the knowledge of SGI, pending or threatened against any Third Party, in each case involving the SGI Background Technology, or relating to the transactions contemplated by this Agreement.