VeriSign (VRSN)

INDEMNIFICATION AND EXCULPATION

14.1 Indemnification; Exculpation.

(a) Generally. The Company shall, to the fullest extent permitted under the Delaware Act, as the same may be amended and supplemented from time to time, indemnify and advance expenses to (i) its Managers, officers, employees, controlling Persons and agents and

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(ii) any Person who at the request of the Company is or was serving as a director, manager, officer, employee, controlling Person or agent of another corporation, partnership, joint venture, trust or other enterprise, from and against any and all expenses, liabilities, claims, demands and other matters whatsoever, subject to the provisions of this Section 14.1. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of securityholders or disinterested directors or managers or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a Person who has ceased to be a director, manager, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a Person.

(b) Actions other than by or in the Right of the Company. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a Manager, officer, employee, controlling Person or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee, controlling Person or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding so long as he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(c) Actions by or in the Right of the Company. The Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a Manager, officer, employee, controlling Person or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee, controlling Person or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit so long as he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company, unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, and in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

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(d) Success on the Merits. To the extent that any Person referred to in Section 14.1(b) or Section 14.1(c) has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in such subsections, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

(e) Specific Authorization. Any indemnification under Section 14.1(b) or Section 14.1(c) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of any Person described in said subsections is proper in the circumstances because he has met the applicable standard of conduct required by said Sections. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of Managers who were not parties to such action, suit or proceeding, even if less than a quorum, (ii) if there are no such Managers, or if such Managers so direct, by independent legal counsel in a written opinion, or (iii) by affirmative vote of the Members holding a Majority Interest.

(f) Advance Payment. Expenses (including reasonable attorney’s fees) incurred by any Person referred to in Section 14.1(b) or Section 14.1(c) in defending any civil, criminal, administrative, or investigative action, suit or proceeding referred to in such subsections shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that he is not entitled to indemnification by the Company as authorized in this Section 14.1.

(g) Insurance. The Company shall purchase and maintain insurance on behalf of any Person who is or was a Manager, officer, employee, controlling Person or agent of the Company, or is or was serving at the request of the Company as a director, manager, officer, employee, controlling Person or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Section 14.1.

(h) Intent of Section. The intent of this Section 14.1 is to provide for indemnification and advancement of expenses to the same extent that would apply under Section 145 of the DGCL as if the Company were a Delaware corporation, provided such indemnification also is permitted by Section 18-108 of the Delaware Act. To the extent that Section 145 of the DGCL or Section 18-108 of the Delaware Act or any successor section thereto may be amended or supplemented from time to time, this Article XIV shall be deemed amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law. Any amendment or supplement to Section 145 of the DGCL or Section 18-108 of the Delaware Act or any successor section thereto or to this Article XIV shall not adversely affect any right or protection of any Manager, officer, employee or agent of the Company with respect to acts or omissions of such Person occurring prior to such amendment or supplement.

(i) Exculpation of Managers. No Manager of the Company shall be personally liable to the Company or its Members for monetary damages for breach of fiduciary

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duty as a Manager except to the extent that exemption from liability or limitation thereof is not permitted under the laws of the State of Delaware as in effect at the time such liability or limitation thereof is determined. No amendment, modification or repeal of this Section 14.1 shall apply to or have any effect on the liability or alleged liability of any Manager of the Company for or with respect to any acts or omissions of such Manager occurring prior to such amendment, modification or repeal. If the applicable laws of the State of Delaware are amended after the date hereof to authorize action further eliminating or limiting the personal liability of managers, then the liability of a Manager of the Company shall be eliminated or limited to the fullest extent permitted by such laws, as so amended.

(j) Indemnification Agreements. The Company shall enter into indemnification agreements with its Managers providing for the indemnification described in Section 14.1(b) and Section 14.1(c) without further authorization under Section 14(e).

14.2 Exculpation and Indemnity of Members. A Member shall not be liable or accountable in damages or otherwise to the Company or the other Members for any act or omission done or omitted by it in good faith, unless such act or omission constitutes gross negligence, willful misconduct, or a breach of this Agreement on the part of the Member. The Company shall indemnify each Member against any loss, damage, judgment or claim incurred by or asserted against the Member (including reasonable attorneys’ fees incurred in the defense thereof) arising out of any act or omission of the Member in connection with the Company, unless such act or omission constitutes gross negligence, willful misconduct or a breach of this Agreement on the part of the Member.

14.3 Fiduciary Duty; Corporate Opportunity.

(a) The parties hereto acknowledge that the Managers are designees of the Members that appoint them, are acting as proxies for such Members with respect to the management of the Company, and do not have any duties (including fiduciary duties) to any other Member or the Company, and that any duties (including fiduciary duties) of a Manager to the Company or to any other Member that would otherwise apply at law or in equity are hereby eliminated to the fullest extent permitted under the Delaware Act and any other applicable Law; provided that (i) the foregoing shall not eliminate the obligation of each Manager to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained in this Agreement, each Member hereby acknowledges and agrees that each Manager, in determining whether or not to vote in support of or against any particular decision for which Board consent is required, may act in and consider the best interest of the Member who designated such Manager and shall not be required to act in or consider the best interests of the Company or the other Members or parties hereto. Except as otherwise expressly provided in this Agreement, nothing contained in this Agreement shall be deemed to constitute any Manager or Member an agent or legal representative of any other Member or to create any fiduciary relationship for any purpose whatsoever, apart from such obligations between the members of a limited liability company as may be created by the Delaware Act. Except as otherwise expressly provided in this Agreement, a Member shall not have any authority to act for, or to assume any obligation or responsibility on behalf of, any other Member or the Company.

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(b) Except as provided in Section 11.1, to the fullest extent permitted by the Delaware Act and any other applicable law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply with respect to any Member or Manager, and no Member or Manager, or any of their respective Affiliates, shall be obligated to present to the Company any particular investment or business opportunity, regardless of whether such investment or opportunity is of a character that the Company could take advantage of if it were presented to the Company, but instead such Member or Manager, or its respective Affiliate, shall have the right to pursue such opportunity independently and for its own account, and neither the Company nor any other Member shall have, by virtue of this Agreement, any rights or interests in or to such opportunity or the revenue derived therefrom.

14.4 Certain Expenses. All reasonable and necessary expenses incurred by the Board and officers of the Company in connection with the Company’s business shall be paid by the Company or reimbursed to the Board and such officers by the Company.