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Form of Director Indemnification and Exculpation Agreement

   
 
SCHEDULE  A

  1. Negotiations, execution, delivery and performance of agreements on behalf of the Company

  2. Anti-competitive acts and acts of commercial wrongdoing

  3. Acts in regard to invasion of privacy including with respect to databases and acts in regard of slander

  4. Acts in regard to copyrights, patents, designs and any other intellectual property rights, and acts in regard to defects in the Company's products or services

  5. Acts in regard to "Y2K" malfunctions

  6. Approval of corporate actions including the approval of the acts of the Company's management, their guidance and their supervision

  7. Claims of failure to exercise business judgment and a reasonable level of proficiency, expertise and care in regard to the Company's business

  8. Claims relating to the offering of securities, claims relating to violations of securities laws of any jurisdiction and claims arising out of the Company's status as a publicly-traded company, including, without limitation, fraudulent disclosure claims, failure to comply with SEC disclosure rules and other claims relating to relationships with investors and the investment community

  9. Violations of laws requiring the Company to obtain regulatory and governmental licenses, permits and authorizations in any jurisdiction

  10. Claims in connection with publishing or providing any information, including any filings with governmental authorities, on behalf of the Company in the circumstances required under applicable laws

  11. Violations of any law or regulation governing domestic and international telecommunications in any jurisdiction

  12. Claims in connection with employment relationships with the Company's or its subsidiaries' employees.