In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Short-Term Incentive Plan. Throughout the Strategic Advisory Period, Executive will continue to participate in the Company’s Short-Term Incentive Plan for Leadership Team members. Executive’s benefit will continue to be governed by all terms of the Short-Term Incentive Plan. Payment of Executive’s 2022 Short-Term Incentive Plan benefit will occur during April 2023, notwithstanding the fact Executive will not be actively employed on that date. EDCP deferral elections, if applicable, will apply to this payment.

Selling Stockholder Issuance Instruction. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5(a) shall have been satisfied, the Selling Stockholder may exercise its right to request to sell Shares by instructing the Agent, and notifying the Company, by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged by the Agent) as to the maximum number of Shares to be sold on such Trading Day and the minimum price per Share at which such Shares may be sold.

By Each Selling Holder. Each Selling Holder agrees severally and not jointly with any other Selling Holder to indemnify and hold harmless the Company, the Company’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

Prior Servicing. Each Mortgage Loan has been serviced in all material respects in strict compliance with Accepted Servicing Practices.

Disclosure to employees and contractors31

The Shareholder shall not engage in an investment strategy based upon selling these or any other shares of the Company’s Common Stock, whether equity, debt or otherwise, “short,” while the Shareholder’s shares covered hereby remain unsold, and the Shareholder shall not “short” the Company’s Common Stock while any shares of the Company’s Common Stock owned by the Shareholder remain unsold;

No Conversion Prior to Stockholder Approval. Notwithstanding any provisions to the contrary in the Certificate of Designations, the Purchaser agrees not to convert any shares of Preferred Stock into shares of Common Stock or Pre-Funded Warrants (as defined in the Certificate of Designation) until after the Company has obtained the Stockholder Approval.

No actual shares of Common Stock shall be issued until the distribution date described below. The Phantom Shares shall not be considered issued and outstanding shares for purposes of stockholder voting rights.

Effective Date. Verizon Communications Inc., a Delaware corporation (the “Company”), hereby adopts this Verizon Communications Inc. Short-Term Incentive Plan (the “Plan”) effective as of January 1, 2019 (the “Effective Date”). The Company previously maintained a Short-Term Incentive Plan which was last amended and restated, and approved by the Company’s shareholders, in 2009 (the “Prior Plan”). The Prior Plan was terminated effective as of January 1, 2019; provided that such termination has no impact on awards granted under the Prior Plan prior to that date (i.e., Prior Plan awards with respect to performance periods ending on or before December 31, 2018).