DATED 2016 LIBERTY GLOBAL EUROPE HOLDING B.V. and LIBERTY GLOBAL PLC and VODAFONE INTERNATIONAL HOLDINGS B.V. and VODAFONE GROUP PLC and LYNX GLOBAL EUROPE II B.V.

Exhibit 4.35

AGREED FORM

DATED                          2016

LIBERTY GLOBAL EUROPE HOLDING B.V.

and

LIBERTY GLOBAL PLC

and

VODAFONE INTERNATIONAL HOLDINGS B.V.

and

VODAFONE GROUP PLC

and

LYNX GLOBAL EUROPE II B.V.

CONTRIBUTION AND TRANSFER AGREEMENT

relating to the contribution and/or transfer of

shares in Ziggo Group Holding B.V. and Vodafone Libertel B.V.

to Lynx Global Europe II B.V.

and the formation of the Netherlands joint venture

▇▇▇▇▇▇▇▇▇ and May

One Bunhill Row

London EC1Y 8YY

534882157

CONTENTS

SCHEDULES AND ATTACHMENTS

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THIS AGREEMENT is made on                                                2016

PARTIES:

1.                                      Liberty Global Europe Holding B.V., whose corporate seat is at ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (registered with the Dutch Chamber of Commerce No. 34359572) (“Liberty Global”);

2.                                      Liberty Global plc, whose registered office is at ▇▇▇▇▇▇▇ House, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ (registered in England with No. 08379990) (the “Liberty Global Guarantor”);

3.                                      Vodafone International Holdings B.V., whose corporate seat is Rotterdam, The Netherlands, having its office address at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (registered with the Dutch Chamber of Commerce No. 24235177) (“Vodafone”, with each of Liberty Global and Vodafone being a “Seller” and, together, the “Sellers”);

4.                                      Vodafone Group Plc, whose registered office is at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, United Kingdom (registered in England with No. 01833679) (the “Vodafone Guarantor”, with each of the Liberty Global Guarantor and the Vodafone Guarantor being a “Guarantor” and, together, the “Guarantors”); and

5.                                      Lynx Global Europe II B.V., whose corporate seat is at ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (registered with the Dutch Chamber of Commerce No. 65291166) (the “Purchaser”),

together, the “parties”.

BACKGROUND:

(A)                               Particulars of each Target Group (as defined in this Agreement) are set out in Part A of Attachment 1 (Basic information about the Target Companies) and Part B of Attachment 1 (Basic information about the Subsidiaries).

(B)                               Each Seller has agreed to contribute and/or sell and transfer (or procure the contribution and/or transfer of) its Target Company (as defined below) and to assume the obligations imposed on it as a Seller under this Agreement, in each case, on the terms and subject to the conditions of this Agreement.

(C)                               The Purchaser has agreed to accept the contribution and/or purchase of the Shares and to assume the obligations imposed on the Purchaser under this Agreement, in each case, on the terms and subject to the conditions of this Agreement.

(D)                               On 15 February 2016, the Sellers and the Purchaser entered into the Signing Protocol. Each of the Sellers and the Purchaser has obtained all internal corporate approvals and complied with the employee consultation obligations in respect of the transactions contemplated by this Agreement under the Works Council Act (Wet op de ondernemingsraden) and the SER Merger Code (SER-besluit Fusiegedragsregels 2015).

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(E)                                In connection with the transactions contemplated by this Agreement, the Purchaser, Liberty Global and Vodafone, and/or certain members of their respective groups, have entered into or will enter into the Ancillary Documents (as defined below).

(F)                                 The Vodafone Guarantor has agreed, with respect to Vodafone, and the Liberty Global Guarantor has agreed, with respect to Liberty Global, to guarantee the payment obligations of the relevant Seller under this Agreement.

THE PARTIES AGREE as follows:

1.                                      Interpretation

1.1                               In this Agreement, the Schedules and the Attachments to it:

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1.2                               In this Agreement, unless otherwise specified or the context otherwise requires:

(A)                               references to clauses, sub-clauses, paragraphs, sub-paragraphs, Schedules and Attachments are to clauses, sub-clauses, paragraphs and sub-paragraphs of, and Schedules and Attachments to, this Agreement;

(B)                               references to any document in the “agreed form” means that document in a form agreed by the Sellers and initialled for the purposes of identification on behalf of each of the Sellers, as validly amended from time to time;

(C)                               the singular shall include the plural and vice versa, and use of any gender includes the other genders;

(D)                               except as otherwise expressly provided in this Agreement, any express reference to an enactment (which includes any legislation in any jurisdiction) includes references to: (i) that enactment as amended, consolidated or re-enacted by or under any other enactment before or after the date of this Agreement; (ii) any enactment which that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) made before or after the date of this Agreement under that enactment as amended, consolidated or re-enacted as described in paragraph (i) or paragraph (ii) above, except to the extent that any of the matters referred to in paragraph (i) to paragraph (iii) (inclusive) above occurs after the date of this Agreement and increases or alters the liability of a Seller or the Purchaser under this Agreement;

(E)                                references to a “company” shall be construed so as to include any corporation or other body corporate, wherever and however incorporated or established;

(F)                                 references to a “person” shall be construed so as to include any individual, firm, company, corporation, body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association, partnership, works council or employee representative body (whether or not having separate legal personality);

(G)                               the expression “body corporate”, “debentures”, “holding company”, “subsidiary undertaking” and “wholly-owned subsidiary” shall have the meaning given in schedule 10 of the Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008 (SI 2008 No. 410);

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(H)                              references to a “subsidiary” has the meaning given to that term in article 2:24a of the Dutch Civil Code;

(I)                                   any reference to a “day” (including the phrase “Business Day”) shall mean a period of 24 hours running from midnight to midnight;

(J)                                   references to times are to Central European Time;

(K)                               references to “costs” and/or “expenses” suffered or incurred by a person shall not include any amount in respect of VAT comprised in such costs or expenses for which either that person or, if relevant, any other member of the VAT group to which that person belongs is entitled to credit as input tax;

(L)                                references to “writing” shall include any modes of reproducing words in a legible and non-transitory form;

(M)                            references to “including” or “includes” shall mean including or includes without limitation;

(N)                               references to “greater” shall be construed so that, for example, 10 represents a greater amount than 5, and -5 represents a greater amount than -10;

(O)                               references to “less” shall be construed so that, for example, 5 represents a lesser amount than 10, and -10 represents a lesser amount than -5;

(P)                                 references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term;

(Q)                               all headings and titles are inserted for convenience only and are to be ignored in the interpretation of this Agreement; and

(R)                               the Schedules and Attachments form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules and Attachments.

2.                                      Sale and purchase and contribution and/or transfer

2.1                               On and subject to the terms and conditions of this Agreement, at Completion the following steps shall occur sequentially in the order set out below:

(A)                               Liberty Global shall contribute with full title guarantee, by way of share premium contribution, and the Purchaser shall accept, the Liberty Global Target Company Shares free from all charges and encumbrances and from all other rights exercisable by third parties, together with all rights attached or accruing to them at Completion, pursuant to a notarial deed to that effect to be executed before the Notary (the “Liberty Global Deed of Transfer”);

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(B)                               immediately following the step set out in sub-clause 2.1(A) (and subject to sub-clause 6.3A), the Existing Technology Services Agreement will be terminated in consideration for Ziggo Services B.V. and Ziggo B.V. each paying a termination fee to Liberty Global B.V. (the “TS Technology Fee”), such amount either to be left outstanding as an intercompany payable (a “TS Intercompany Payable”) or to be funded by an intra-group loan from Liberty Global (a “TS Intercompany Loan”);

(C)                               immediately following the step set out in sub-clause 2.1(B) (and subject to sub-clause 6.3A), Liberty Global shall procure that:

(i)                                     if a TS Intercompany Payable is created pursuant to the step set out in sub-clause 2.1(B), Liberty Global B.V. will assign all of its rights under the TS Intercompany Payable to Liberty Global, and then Liberty Global will immediately assign its rights under the TS Intercompany Payable to the Purchaser as a share premium contribution and subsequent assignments will immediately take place in the same form down the corporate chain to UPC Nederland Holding III B.V. or Ziggo Bond Company B.V. (as applicable), which will then immediately either assign the relevant TS Intercompany Payable to Ziggo Services B.V. or Ziggo B.V. (as applicable) and as a share premium contribution or settle the TS Intercompany Payable in exchange for the issue of shares, such that the TS Intercompany Payable is extinguished; or

(ii)                                  if a TS Intercompany Loan is created pursuant to the step set out in sub-clause 2.1(B), Liberty Global will assign all of its rights under the TS Intercompany Loan to the Purchaser as a share premium contribution and subsequent assignments will immediately take place in the same form down the corporate chain to UPC Nederland Holding III B.V. or Ziggo Bond Company B.V. (as applicable), which will then immediately either assign the relevant TS Intercompany Loan to Ziggo Services B.V. or Ziggo B.V. (as applicable) as a share premium contribution or settle the TS Intercompany Loan in exchange for the issue of shares, such that the TS Intercompany Loan is extinguished;

(D)                               immediately following the step(s) set out in sub-clause 2.1(C) Liberty Global shall procure that the Purchaser adopts the Articles of Association (in accordance with sub-paragraph 1(F) of Part B of Schedule 2 (Completion arrangements));

(E)                                immediately following the step set out in sub-clause 2.1(D), Liberty Global shall transfer with full title guarantee, and Vodafone shall accept, the JV Co Shares free from all charges and encumbrances and from all other rights exercisable by third parties, together with all rights attached or accruing to them at Completion, pursuant to a notarial deed to that effect to be executed before the Notary (the “Parties’ Deed of Transfer”); and

(F)                                 immediately following the step set out in sub-clause 2.1(E), Vodafone shall contribute with full title guarantee, by way of share premium contribution, and the Purchaser shall accept, the Vodafone Target Company Shares free from all

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charges and encumbrances and from all other rights exercisable by third parties, together with all rights attached or accruing to them at Completion, pursuant to a notarial deed to that effect to be executed before the Notary (the “Vodafone Deed of Transfer”).

2.2                               Vodafone shall procure that, on or prior to Completion, any and all rights of pre-emption over the Vodafone Target Company Shares and Liberty Global shall procure that, on or prior to Completion, any and all rights of pre-emption over the Liberty Global Target Company Shares and the JV Co Shares, in each case, are waived irrevocably by the persons entitled thereto.

2.3                               If the Sellers agree in writing no fewer than four Business Days prior to Completion:

(A)                               the steps in sub-clause 2.1 shall be amended so that Liberty Global shall contribute certain of the Liberty Global Target Company Shares (such shares being for the purpose of this sub-clause 2.3 the “Liberty Global Contribution Shares”) and sell the remainder of the Liberty Global Target Company Shares (such shares being for the purpose of this sub-clause 2.3 the “Liberty Global Sale Shares”), in each case to the Purchaser, free from all charges and encumbrances and from all other rights exercisable by third parties, together with all rights attached or accruing to them at Completion, and the Purchaser shall accept the Liberty Global Target Company Shares;

(B)                               the steps in sub-clause 2.1 shall be amended so that Vodafone shall contribute certain of the Vodafone Target Company Shares (such shares being for the purpose of this sub-clause 2.3 the “Vodafone Contribution Shares”) and sell the remainder of the Vodafone Target Company Shares (such shares being for the purpose of this sub-clause 2.3 the “Vodafone Sale Shares”), in each case to the Purchaser, free from all charges and encumbrances and from all other rights exercisable by third parties, together with all rights attached or accruing to them at Completion, and the Purchaser shall accept the Vodafone Target Company Shares; and

(C)                               the transfers of the Liberty Global Sale Shares and the Vodafone Sale Shares in sub-clauses 2.3(A) and 2.3(B) shall be given in consideration for debt left outstanding from the Purchaser (as borrower) to each Seller in equal proportions (as lenders), such debt being on substantially the same terms as those set out in the Vodafone Inter-Company Loan Amendment Agreement and the Liberty Global Inter-Company Loan Amendment Agreement.

3.                                      Estimated Vodafone Equalisation Consideration

3.1                               Subject to sub-clause 3.2, one Business Day before Completion, Vodafone shall pay into the Notary Bank Account in accordance with clause 29 an amount equal to the Initial Vodafone Equalisation Consideration:

(A)                               plus the Pre-Completion Liberty Global Net Debt Adjustment;

(B)                               minus the Pre-Completion Vodafone Net Debt Adjustment;

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(C)                               plus the Pre-Completion Liberty Global Working Capital Adjustment; and

(D)                               minus the Pre-Completion Vodafone Working Capital Adjustment,

(the aggregate of such amounts being the “Estimated Vodafone Equalisation Consideration”), all in accordance with sub-clause 9.4.

3.2                               If the Estimated Vodafone Equalisation Consideration is a negative number, one Business Day before Completion, Liberty Global shall pay into the Notary Bank Account in accordance with clause 29 an amount equal to the amount of the Estimated Vodafone Equalisation Consideration (for the avoidance of doubt, being expressed as a positive number), all in accordance with sub-clause 9.4.

3.3                               Prior to Completion:

(A)                               Vodafone undertakes to keep Liberty Global reasonably informed of its estimates as to the Pre-Completion Vodafone Net Debt Adjustment and Pre-Completion Vodafone Working Capital Adjustment including (unless Liberty Global agrees otherwise) providing Liberty Global, at quarterly meetings or as otherwise agreed by the Sellers, with updates within 15 Business Days of the end of each calendar quarter (31 March, 30 June, 30 September and 31 December) of its estimates as to the Vodafone Net Debt and Vodafone Working Capital as at the end of the relevant calendar quarter in the format set out in Part E of Schedule 11 (Financial Adjustments: Amounts) (a “Vodafone Quarterly Update”), and, at the reasonable request of Liberty Global, meet with Liberty Global’s representatives to discuss any Vodafone Quarterly Update; and

(B)                               Liberty Global undertakes to keep Vodafone reasonably informed of its estimates as to the Pre-Completion Liberty Global Net Debt Adjustment and Pre-Completion Liberty Global Working Capital Adjustment including (unless Vodafone agrees otherwise) providing Vodafone, at quarterly meetings or as otherwise agreed by the Sellers, with updates within 15 Business Days of the end of each calendar quarter (31 March, 30 June, 30 September and 31 December) of its estimates as to the Liberty Global Net Debt and Liberty Global Working Capital as at the end of the relevant calendar quarter in the format set out in Part E of Schedule 11 (Financial Adjustments: Amounts) (a “Liberty Global Quarterly Update”) and, at the reasonable request of Vodafone, meet with Vodafone’s representatives to discuss any Liberty Global Quarterly Update.

3.4                               On the Business Day following the date on which the last in time of the conditions listed in Schedule 1 (Conditions to Completion) shall have been satisfied or waived in accordance with this Agreement or such other date as the parties may agree:

(A)                               Vodafone shall notify Liberty Global of the Pre-Completion Vodafone Net Debt Adjustment and Pre-Completion Vodafone Working Capital Adjustment, in each case (a) all estimates being made in good faith, (b) calculated on a basis consistent with the provisions set out in Schedule 10 (Post-Completion Financial Adjustments), and (c) accompanied by reasonable supporting

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evidence for such estimates including an explanation of material movements between the last Vodafone Quarterly Update; and

(B)                               Liberty Global shall notify Vodafone of the Pre-Completion Liberty Global Net Debt Adjustment and Pre-Completion Liberty Global Working Capital Adjustment, in each case (a) all estimates being made in good faith, (b) calculated on a basis consistent with the provisions set out in Schedule 10 (Post-Completion Financial Adjustments), and (c) accompanied by reasonable supporting evidence for such estimates including an explanation of material movements between the last Liberty Global Quarterly Update.

3.5                               Following Completion, the Estimated Vodafone Equalisation Consideration shall be adjusted as set out in Schedule 10 (Post-Completion Financial Adjustments) and the “Final Vodafone Equalisation Consideration” shall be the Estimated Vodafone Equalisation Consideration as adjusted by any payments required to be made under Part D of Schedule 10 (Post-Completion Financial Adjustments). The Final Vodafone Equalisation Consideration shall (subject to further adjustment, if applicable, pursuant to sub-clause 29.8) be adopted for all Tax reporting purposes.

4.                                      Conditions

4.1                               The contribution and/or transfer of the Shares and sale of the JV Co Shares pursuant to this Agreement are in all respects conditional upon those matters listed in Schedule 1 (Conditions to Completion).

4.2                               Vodafone will use all reasonable endeavours to fulfil or procure the fulfilment of the conditions listed in paragraphs 1 and 2 of Schedule 1 (Conditions to Completion) before the Long Stop Date and will notify the Purchaser and Liberty Global as soon as reasonably practicable of the satisfaction of each such condition.

4.3                               Liberty Global will use all reasonable endeavours to fulfil or procure the fulfilment of the conditions listed in paragraphs 1 and 2 of Schedule 1 (Conditions to Completion) before the Long Stop Date and will notify the Purchaser and Vodafone as soon as reasonably practicable of the satisfaction of each such condition.

4.4                               The Sellers shall consent, cooperate and keep each other reasonably informed regarding communications with, and requests for additional information from, the Relevant Regulatory Authorities regarding the preparation and filing of the notifications necessary for the fulfilment of the conditions in paragraph 1 and paragraph 2 of Schedule 1 (Conditions to Completion). The Sellers shall use their respective best endeavours to provide promptly all information that is requested pursuant to a request by the Relevant Regulatory Authorities. To the extent permitted by law or regulation, the Sellers shall provide each other with a reasonable opportunity to review and comment on any information provided to the Relevant Regulatory Authorities in relation to the transactions contemplated by this Agreement.

4.5                               The Sellers shall each have an opportunity to approve and mutually agree on the joint contents of any submissions to the Relevant Regulatory Authorities (excluding any information which is confidential to any Seller) and shall be jointly responsible for the accuracy of such contents. Each Seller shall be responsible for the accuracy of the

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contents of any submissions to the Relevant Regulatory Authorities that exclusively relate to itself, its Target Group and any member of its Retained Group.

4.6                               Each Seller undertakes to disclose in writing to the other anything which will or may prevent any of the conditions set out in Schedule 1 (Conditions to Completion) from being satisfied on or prior to the Long Stop Date immediately after it comes to their attention. Without prejudice to the generality of the foregoing, this includes disclosure of any indication that any Relevant Regulatory Authority may intend to withhold its approval of, or raise an objection to, or withdraw any licence or authorisation following, or impose a condition on or following, the sale and purchase of the Shares pursuant to this Agreement.

4.7                               The condition set out at paragraph 2 (Minister for Economic Affairs) of Schedule 1 (Conditions to Completion) may be waived by the Sellers jointly in writing.

4.8                               If any of the conditions set out in Schedule 1 (Conditions to Completion) is not fulfilled by the relevant Seller or Sellers, as the case may be, on or before 5.00 p.m. on the Long Stop Date then the parties may postpone the Long Stop Date by agreement between them (the Long Stop Date, as so postponed, being the “Postponed Long Stop Date”).

4.9                               If, in the circumstances set out in sub-clause 4.8, either:

(A)                               the Long Stop Date is not postponed; or

(B)                               any of the conditions remain to be fulfilled or waived by 5.00 p.m. on the Postponed Long Stop Date,

subject to sub-clause 4.10, this Agreement shall be capable of termination by either party immediately on written notice to the other.

4.10                        If this Agreement terminates in accordance with sub-clause 4.9, and without limiting the relevant Seller’s right to claim damages, all obligations of the parties under this Agreement shall end (except for the provisions of this clause 4.10 and clauses 1 (Interpretation) and 25 (Notices) to 35 (Language) inclusive) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist.

5.                                      Conduct of business before Completion

5.1                               Subject to applicable law and to sub-clause 5.2, each Seller shall procure that, between the date of the Signing Protocol and Completion, no member of its Target Group will undertake, and each Seller warrants that no member of its Target Group has undertaken since the date of the Signing Protocol, any act which is outside the ordinary course of the business of such Target Group member as carried on at the date of the Signing Protocol without the prior written consent of the other Seller (such consent not to be unreasonably withheld or delayed), which consent states that it is being given for the purposes of this sub-clause 5.1. In particular, each Seller shall procure that no member of its Target Group will undertake, and each Seller warrants that no member of its Target Group has undertaken since the date of the Signing Protocol, any of the acts

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or matters listed in Schedule 5 (Conduct of business before Completion) without the prior written consent of the other Seller identified as being for the purposes of this sub-clause 5.1 (such consent not to be unreasonably withheld or delayed).

5.2                               Sub-clause 5.1 shall not operate so as to restrict or prevent:

(A)                               the Liberty Global Pre-Completion Reorganisation;

(B)                               the Vodafone Pre-Completion Reorganisation;

(C)                               any action taken by Vodafone or any member of its Retained Group in connection with the KPN Litigation or any distribution to its Retained Group of any payment, or damages made or awarded pursuant to any judgement, award or settlement of the KPN Litigation;

(D)                               any action taken by Vodafone or any member of its Retained Group in connection with any matter listed in sub-clauses 10.17 and 10.18 or by Liberty Global or any member of its Retained Group in connection with any matter listed in sub-clause 10.16;

(E)                                any matter reasonably undertaken by any member of a Target Group or a Retained Group in the case of an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the relevant Target Group (and of which the other Seller and the Purchaser will be promptly notified);

(F)                                 any matter to the extent that it is expressly provided for (i) in the case of Liberty Global, in the document entitled “16.12.20. 20160127 Lynx LRP December Roll_v14.xlsx” set out in folder 16.12.20 of the Liberty Global Data Room, or (ii) in the case of Vodafone, in the Vodafone 2017 Budget set out in folder 10.1.2.8 of the Vodafone Data Room and/or the Vodafone Long Range Plan set out in folder 10.1.2.3 of the Vodafone Data Room;

(G)                               completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by or relating to any member of the relevant Target Group before the date of the Signing Protocol and fairly disclosed in the relevant Data Room.

(H)                              preparation for any Recapitalisation in accordance with the principles set out in Schedule 3 (excluding paragraph (A)) to the Shareholders Agreement or (ii) preparation for and implementation of any refinancing (other than refinancing of any bonds) or repayment of the Financing Facilities of the Liberty Global Target Group or (iii) any activity, in the reasonable opinion of Liberty Global, required to manage the covenants of the Liberty Global Target Group and, for the avoidance of doubt, nothing in Schedule 5 shall place any restriction on the price or margin at which financial indebtedness (other than bonds) may be issued or refinanced;

(I)                                   any increase in emoluments of any category of employees of any member of the Target Group where such increase is made in accordance with the normal

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practice of the relevant employing member of the relevant Target Group in relation to an annual review process;

(J)                                   the payment of any Tax liability, the due date for payment of which falls on or before the Completion Date, or the utilisation or set-off of any Tax relief where, but for such utilisation or set-off, any Tax liability would have arisen of which the due date of payment would have fallen on or before the Completion Date;

(K)                               a payment to a member of the relevant Retained Group to reimburse a payment of any Tax liability made on behalf of a member of the Target Group, where the due date for payment to the relevant Retained Group member falls on or before the Completion Date;

(L)                                any other matter required or expressly permitted by the Share Purchase Documents or necessary to implement the transfer of the Shares to the Purchaser and the transfer of the JV Co Shares to Vodafone in accordance with this Agreement;

(M)                            any matter required in order to comply with any law or regulation (including the requirements of any relevant governmental or regulatory authority);

(N)                               any vendor financing, handset financing or cash management activities by members of the Target Group or the Retained Group, including upstreaming and downstreaming of funds by way of inter-company loans, dividends and/or equity contributions;

(O)                               the obtaining of a consumer credit licence by ▇▇▇▇▇ ▇▇▇▇▇▇▇ Financiering B.V.; or

(P)                                 the granting of any guarantee by UPC Western Europe Holding BV and UPC Western Europe Holding 2 BV in connection with the amendment and restatement of the Intercreditor Agreement (as defined in the UPC SFA).

5.3                               Consent under sub-clause 5.1 shall be deemed to have been given to the relevant Seller if such consent has neither been granted nor denied by the other Seller within ten Business Days of the Seller notifying the other in accordance with clause 25 (Notices) of its intention to undertake such act or matter.

5.4                               Between the date of this Agreement and Completion, the parties shall cooperate in good faith:

(A)                               to agree definitive and legally binding documentation with respect to the Framework Agreement and, if at Completion legally binding documentation with respect to the Framework Agreement has not been agreed, the Framework Agreement Term Sheet shall be binding on the parties in accordance with its terms; and

(B)                               to complete the following information in relation to the following appointments to be made under the Shareholders Agreement: the Supervisory Directors; the Chairman (and the sequence in which the Shareholders have the right to appoint the Chairman); the secretary of the Company; the Managing Director

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and CEO; the Managing Director and CFO; the CTO; the Head of Consumer Business; the Head of Enterprise Business; the Head of Human Resources; the General Counsel, in each case as those terms are defined in the Shareholders Agreement;

(C)                               to agree the board regulations for each of the managing board and supervisory board of the Purchaser; and

(D)                               to agree the appropriate corporate policies and procedures to be adopted by the Purchaser (including a bribery and corruption policy, insider dealing policy and data protection and privacy policy), being at least as stringent as the equivalent policies adopted by Vodafone and Liberty Global in relation to their respective Retained Groups (unless otherwise agreed by the Sellers in writing).

5.5                               Each of the Sellers undertakes, subject to the limitations of competition law, to keep the other reasonably informed of its Target Group’s trading updates including (unless otherwise agreed between the Sellers) providing such other Seller with copies of its Target Group’s monthly management accounts and key KPIs within 15 Business Days of the end of each calendar month to be provided, with respect to Vodafone, substantially in the form of the Exco Summary Performance Packs contained in folder 10.1.1 of the Data Room, and, with respect to Liberty Global, substantially in the form of the Financial Reports (Monthly Management Accounts and KPIs) contained in folders 2.03.01 and 2.03.02 of the Data Room, and at the reasonable request of the other Seller, meeting with such other Seller’s representatives to discuss such management accounts and KPIs.

5.6                               Liberty Global undertakes to Vodafone that, between the date of this Agreement and Completion, it shall procure that the Purchaser:

(A)                               shall not incur any liabilities or obligations (whether, in each case, contingent or otherwise) except any immaterial liabilities or obligations which were or are required to be incurred in respect of its incorporation and other than as expressly set out in this Agreement;

(B)                               shall not be engaged in any trading or take any action other than directly for the purpose of entering into this Agreement and implementing the transactions contemplated by this Agreement;

(C)                               shall not act in breach of any applicable law or judgment; and

(D)                               shall not waive or otherwise compromise any rights which it has, or which arise, pursuant to or in connection with any of the Share Purchase Documents and will preserve such rights,

and Liberty Global warrants to Vodafone that the Purchaser has not done any of the acts set out in sub-clauses (A) to (D) above since the date of on which the Purchaser was incorporated.

5.7                               Liberty Global shall, if it in its absolute discretion elects, procure that ▇▇▇▇▇ ▇▇▇▇▇▇▇ Financiering B.V, obtains a consumer credit licence between the date of this Agreement

34

and Completion. Liberty Global undertakes to notify Vodafone as soon as reasonably practicable if ▇▇▇▇▇ ▇▇▇▇▇▇▇ Financiering B.V, obtains such a consumer credit licence prior to Completion.

5.8

(A)                               Liberty Global warrants to the Purchaser at the date of the Signing Protocol that (i) the Existing Interest Rate Derivatives and the Existing FX Derivatives are the only Derivatives that have been entered into by any member of the Liberty Global Target Group and are outstanding and that no amendments have been made to or actions taken in relation to the Existing Interest Rate Derivatives or the Existing FX Derivatives since 31 December 2015, and (ii) none of the Existing Interest Rate Derivatives or Existing FX Derivatives has been cashed out, settled or closed out and the notional amounts of the Existing Interest Rate Derivatives and Existing FX Derivatives have not been increased or reduced since 31 December 2015.

(B)                               Except (i) with the prior written consent of Vodafone (such consent not to be unreasonably withheld or delayed) or (ii) where Liberty Global and Vodafone agree (each acting reasonably) amendments to the provisions of Schedule 10 (Post-Completion Financial Adjustments) to reflect the relevant action referred to in paragraphs (i) to (iv) below, prior to Completion, Liberty Global undertakes to procure that:

(i)                                     no amendments are made to or actions taken in relation to the Existing Interest Rate Derivatives or the Existing FX Derivatives;

(ii)                                  no new Derivatives (other than Derivatives entered into in relation to an issue or refinancing of financial indebtedness provided that such Derivatives are entered into in accordance with past practice to hedge to maturity interest rate or currency risk) are entered into by any member of the Liberty Global Target Group and none of the Existing Interest Rate Derivatives or the Existing FX Derivatives is replaced;

(iii)                               none of the Existing Interest Rate Derivatives or the Existing FX Derivatives is cashed out, settled or closed out and no action is taken to increase or reduce the notional amounts of the Existing Interest Rate Derivatives or the Existing FX Derivatives, in each case in the period between the date of the Signing Protocol and Completion; and

(iv)                              all of the obligations of members of the Liberty Global Target Group under and pursuant to the Existing Interest Rate Derivatives and Existing FX Derivatives are complied with.

5.9                               Liberty Global shall use reasonable endeavours (i) on or before Completion, to procure the transfer of the rights and obligations of any member of its Retained Group under the Ajax Contract to a member of the Liberty Global Target Group and (ii) to procure that any member of its Retained Group which is a party to the Ajax Contract shall act in accordance with the reasonable instructions of the Liberty Global Target Group with respect to the fulfilment of the Ajax Contract.

5.10                        Vodafone undertakes to the Purchaser that it shall use all reasonable endeavours to comply, and procure that each member of the Vodafone Target Group uses all

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reasonable endeavours to comply (in each case between the date of the Signing Protocol and Completion), with the Dutch Consumer Credit Act (Wet op het consumentenkrediet), the Dutch Financial Supervisory Act (Wet op het financieel toezicht) and all laws and regulations relating to them as a result of the Handset Financing Ruling.

5.11                        Liberty Global shall pay to the Purchaser such amount as is required to indemnify the Purchaser and each member of the Purchaser’s Group against all action, claims, proceedings, loss, damage, penalty, payments, costs or expenses (together “Indemnified TSA Costs”) incurred by the Purchaser or any member of the Purchaser’s Group in relation to or arising out of the payment of the TS Technology Fee by Ziggo Services B.V. and/or Ziggo B.V. to Liberty Global pursuant to the TSA Steps as envisaged by sub-clauses 2.1(B) and (C), provided that for the avoidance of doubt Liberty Global shall not be liable under this sub-clause 5.11 for any Indemnified TSA Costs to the extent that they that arise as a result of or by reference to the non-deductibility and/or non-amortisation for Tax purposes of the TS Technology Fee or any asset attributable to the TS Technology Fee.

6.                                      Pre-Completion Steps

6.1                               Before Completion, Liberty Global shall carry out the pre-Completion steps set out in, and in accordance with, Schedule 7 (together the “Liberty Global Pre-Completion Reorganisation”). At least 5 Business Days before taking any of the steps set out in Schedule 7 or sub-clauses 2.1(B) and 2.1(C), Liberty Global shall provide Vodafone with all draft documentation for implementing each step and shall, in its sole discretion, consult with Vodafone in relation to such step or document.

6.2                               Before Completion, Vodafone shall carry out the pre-Completion steps set out in, and in accordance with, Schedule 8 (the “Vodafone Pre-Completion Reorganisation”). At least 5 Business Days before taking any of the steps set out in Schedule 8, Vodafone shall provide Liberty Global with all draft documentation for implementing each step and shall, in its sole discretion, consult with Liberty Global in relation to such step or document.

6.3                               Neither the Liberty Global Pre-Completion Reorganisation nor the Vodafone Pre-Completion Reorganisation may be amended, except with the prior written consent of both Sellers, such consent not to be unreasonably withheld or delayed.

6.3A                      Liberty Global and Vodafone shall discuss in good faith the characterisation and Tax implications of the steps outlined in clauses 2.1(B) and (C) (the “TSA Steps”), with a view to reaching agreement, no later than thirty (30) Business Days prior to Completion, on the most efficient manner to implement the transactions contemplated by the TSA Steps having regard (amongst other things) to the Tax and accounting treatment of those steps for the Purchaser’s Group and the Liberty Global Retained Group.

6.4                               Before Completion, subject to the provisions of Schedule 7 and Schedule 8, each Seller shall procure that each Inter-Company Loan Receivable is settled in full either by payment in cash, by distribution in cash or in specie or by set off against an equal amount of Inter-Company Loan Payables, such that no Inter-Company Loan Receivables will exist at Completion.

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6.5                               Unless the Sellers otherwise agree in writing identified as being for the purposes of this sub-clause 6.5, each Seller shall:

(A)                               by no later than ten (10) Business Days before Completion, agree with the other Seller the applicable arms’ length interest rate to be adopted for the purposes of the Liberty Global Inter-Company Loan Amendment Agreement and the Vodafone Inter-Company Loan Amendment Agreement;

(B)                               on a date agreed between the Sellers in writing (or, if not agreed, ten (10) Business Days before Completion), notify the other Seller of the amount of each of its respective Inter-Company Loan Payables as at that date; and

(C)                               no later than five Business Days after the receipt of the notifications in sub-clause 6.5(B) (or, if a date is not agreed under sub-clause 6.5(B)), five Business Days prior to Completion) repay or capitalise (or procure the repayment or capitalisation of) all of its Inter-Company Loan Payables, including all Inter-Company Loan Payables which may have arisen since the date of the notices provided in sub-clause (A), except its Agreed Shareholder Debt, so that no Inter-Company Loan Payables except the Agreed Shareholder Debt remain outstanding at Completion.

For the purposes of this clause 6.5, a “capitalisation” shall constitute a share premium contribution or a settlement in consideration for the issue of ordinary shares, in which case the lender shall procure that those shares will be transferred directly or indirectly to the direct parent of the borrower or an assignment of the relevant loan receivable by the lender directly or indirectly to the relevant direct parent of the borrower followed by settlement by way of a share premium contribution or in consideration for the issue of ordinary shares (or steps with equivalent effect).

6.6                               Immediately following the step set out in clause 6.5, and subject to agreement by the Sellers with respect to the applicable arms’ length interest rate, (A) Liberty Global shall procure the entry by the relevant members of its Target Group and/or Retained Group into the Liberty Global Inter-Company Loan Amendment Agreement and (B) Vodafone shall procure the entry by the relevant members of its Target Group and/or Retained Group into the Vodafone Inter-Company Loan Amendment Agreement.

6.7                               Following the steps in clauses 6.4 and 6.5 (and both prior to and following Completion), either Seller (the “Discussion Notice Sender”) may issue a notice (a “Discussion Notice”) to the other Seller (the “Recipient”), requiring both Sellers to discuss in good faith and cooperate with each other to agree in writing a mutual arrangement in respect of such of their respective Target Groups’ Inter-Company Loan Payables as are outstanding at the date of the Discussion Notice (including, for the avoidance of doubt, the Agreed Shareholder Debt). Following the receipt of a Discussion Notice by the Recipient, the Sellers shall so discuss and cooperate for a period of 15 Business Days. If, at the end of such period, the Sellers have not reached such agreement, the Discussion Notice Sender shall be entitled to issue a notice (a “Capitalisation Notice”) to the Recipient, requiring both Sellers to capitalise (or procure the capitalisation of) their respective Target Groups’ Inter-Company Loan Payables as at the date of the Capitalisation Notice (including, for the avoidance of doubt, the Agreed Shareholder Debt) in full, in which case both Sellers shall capitalise (or procure the capitalisation of)

37

their respective Target Groups’ Inter-Company Loan Payables as at the date of the Capitalisation Notice in full within five Business Days after receipt by the Recipient of the Capitalisation Notice. For the purposes of this clause 6.7, a “capitalisation” shall constitute a share premium contribution or a settlement in consideration for the issue of ordinary shares, in which case the lender shall procure that those shares will be transferred directly or indirectly to the direct parent of the borrower or an assignment of the relevant loan receivable by the lender directly or indirectly to the relevant direct parent of the borrower followed by settlement by way of a share premium contribution or in consideration for the issue of ordinary shares (or steps with equivalent effect).

6.8                               If the Sellers are unable to agree the applicable interest rate that should apply to both the Liberty Global Inter-Company Loan Amendment Agreement and the Vodafone Inter- Company Loan Amendment Agreement by ten (10) Business Days before Completion, either party may issue a Capitalisation Notice in accordance with the procedure set out in clause 6.7 provided that such notice is issued no fewer than five (5) Business Days prior to Completion.

Consultation with the Dutch Tax Authority

6.9                               Promptly after the date of this Agreement, the Sellers shall jointly consult with the relevant competent department/office of the Tax Authority in The Netherlands (the “Dutch Tax Authority”) in order to discuss and agree the Dutch Tax consequences of the internal and external debt financing at the level of the Purchaser and the Target Companies, including pursuant to any Recapitalisation or refinancing (the “Joint Matter”), provided that, in relation to the Joint Matter, Liberty Global shall, subject to sub-clause 6.10, lead and control conduct of any proceedings taken in connection with the Joint Matter (including by sending all correspondence and attending all meetings and calls) unless Liberty Global and Vodafone agree (acting in good faith) that it would be more appropriate for Vodafone to lead and control such proceedings (subject to sub-clause 6.10) having regard, amongst other things, to the particular Dutch Tax Authority office that is determined to be responsible for the Joint Matter.

6.10                        Where there is or is to be any correspondence, meeting or telephone call with the Dutch Tax Authority in relation to a Joint Matter, each Seller and the Purchaser shall, and shall procure that the relevant Group Company shall:

(A)                               promptly send copies of all such correspondence received, and copies of all draft replies, to the other parties;

(B)                               give each Seller an opportunity to make comments on all draft replies mentioned in sub-clause (A) above a reasonable time in advance of the submission of those replies to the Dutch Tax Authority, and shall ensure that all reasonable comments received prior to their submission to the Dutch Tax Authority are properly reflected therein; and

(C)                               give reasonable advance notice of any such meeting or call to the other parties and shall permit the other parties’ nominated individual(s) to attend and participate in such meeting or call,

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in each case only to the extent that the relevant correspondence, reply, meeting or call relates to the Joint Matter.

6.11                        Subject to sub-clause 6.9, Liberty Global shall be entitled to consult with the Dutch Tax Authority in order to discuss and agree the Dutch Tax consequences of the Liberty Global Pre-Completion Reorganisation and the contribution and/or transfer of the Liberty Global Transferred Group to the Purchaser, provided that Liberty Global shall keep Vodafone reasonably informed of the progress of those discussions.

6.12                        Subject to sub-clause 6.9, Vodafone shall be entitled to consult with the Dutch Tax Authority in order to discuss and agree the Dutch Tax consequences of the Vodafone Pre-Completion Reorganisation and the contribution and/or transfer of the Vodafone Transferred Group to the Purchaser, provided that Vodafone shall keep Liberty Global reasonably informed of the progress of those discussions.

6.13                        The Sellers and the Purchaser shall, and the Purchaser shall procure that the members of the Purchaser’s Group shall, subject to compliance with applicable competition and other laws, afford such access to their personnel, books, accounts and records and provide such assistance as is necessary and reasonable to enable each other to conduct matters in accordance with their rights and obligations under sub-clauses 6.9 to 6.12.

7.                                      Post-Completion reorganisation

7.1                               Immediately following Completion, the Sellers shall procure that the Purchaser shall contribute the Vodafone Target Company Shares to Ziggo Group Holding B.V..

7.2                               Subject to completion of the step set out in sub-clause 7.1 above, on or following Completion, the Purchaser shall procure that the following steps are taken in sufficient time to enable the Recapitalisation to take place in accordance with the provisions of the Shareholders Agreement, in each case unless the Sellers otherwise agree in writing:

(A)                               the incorporation of (i) a new wholly owned Subsidiary by the Liberty Global Target Company (“New Sub-Holdco I”) and (ii) a new wholly owned Subsidiary by New Holdco I (“New Sub-Holdco II”); and

(B)                               the contribution of the Vodafone Target Company first to New Sub-Holdco I and then by New Sub-Holdco I to New Sub-Holdco II.

8.                                      Recapitalisation

8.1                               Prior to and following Completion, the Sellers shall discuss in good faith and cooperate with each other in relation to the matters set out below (it being acknowledged that these matters may involve other members of the Sellers’ respective groups), and each Seller shall use reasonable endeavours to cause its advisers and representatives, including legal and accounting advisers and representatives, to cooperate in relation to the matters set out below, in each case in connection with any Recapitalisation (including any offering or private placement of debt securities) carried out in accordance with the principles set out in Schedule 3 (Warranties) (excluding paragraph (A)) of the Shareholders Agreement and clause 6.9 of this Agreement, including:

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(A)          providing the other Seller as promptly as practicable (and in any event no later than on or about Completion) with such financial information (including pro forma information and related reconciliation from IFRS to US GAAP) and other pertinent information (including updates to such information) regarding members of its Target Group as may be reasonably requested in connection with any Recapitalisation, including information that is customary to be included in marketing materials, offering documentation and/or any other documentation or deliverables, and comfort information in connection with auditor comfort letters required by the other Seller’s advisers (together the “Required Information”);

(B)          participating in a reasonable number of meetings (including customary meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the relevant indebtedness (on the one hand) and senior management, representatives and/or advisors of members of its Target Group with appropriate seniority and expertise (on the other hand)), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, and assisting with the preparation of materials for such meetings, presentations, road shows and sessions, and otherwise reasonably cooperating with marketing efforts;

(C)          issuing customary representation letters to auditors and using its reasonable endeavours to obtain customary consents and comfort letters of independent accountants and customary legal opinions and 10b-5 letters (including providing any information reasonably requested for due diligence purposes);

(D)          assisting with the preparation of customary confidential information memoranda and other customary marketing materials to be used in connection with any syndication reasonably deemed necessary by any lead arranger or equivalent person;

(E)           assisting with the procurement of public corporate credit ratings, public corporate family ratings and public ratings (as applicable) from each of Standard & Poor’s Ratings Services and ▇▇▇▇▇’▇ Investors Service, Inc., respectively, in respect of relevant issuers, borrowers and guarantors and facilities, notes and other instruments issued;

(F)           assisting with the preparation of any credit agreements, indentures and similar documents and any pledges, security documents and intercreditor agreements and other financing documents, collateral filings and other certificates and documents, and otherwise reasonably facilitating the pledging of collateral;

(G)          providing all such documents and other information about any members of the Target Group as are reasonably requested with respect to applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act;

(H)          if requested, arranging for the repayment of indebtedness of its Target Group and using its reasonable endeavours to obtain customary pay-off letters, lien

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terminations, title transfers, and instruments of discharge or transfer relating to any collateral to be delivered;

(I)            cooperating reasonably with financing sources’ due diligence, to the extent customary and reasonable;

(J)            using its reasonable endeavours to provide certificates from the relevant members of the Target Group with respect to the information provided by such members in any offering memorandum or other document; and

(K)          consenting to the use of logos of members of the Target Group (subject to such reasonable conditions as the relevant member of the Target Group may impose), provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage any member of the Target Group or the reputation or goodwill thereof.

8.2          The provisions of this clause 8 (Recapitalisation Preparation) shall be subject to applicable law and regulation.

9.             Completion

9.1          Completion shall take place at the offices of NautaDutilh N.V. at Strawinskylaan 1999, Amsterdam on the last day of the month in which fulfilment or waiver of the conditions set out in clause 4 (Conditions to Completion) takes place, except that where less than five Business Days remain between such fulfilment and service and the last day of the month, Completion shall take place:

(A)          on the last day of the following month; or

(B)          at such other location, time or date as may be agreed between the Sellers,

it being understood that the transfers of the Shares and the JV Co Shares shall take place on Completion at the offices of the Notary by way of execution of the Deeds of Transfer before the Notary.

9.2          At Completion, the parties shall comply with their respective obligations in sub-clauses 2.1 to 2.3 (in each case as applicable) and the Sellers shall do those things listed in Part A (Seller’s obligations) and Part D (Execution of Deeds of Transfer) of Schedule 2 (Completion arrangements); the Purchaser shall do, and Liberty Global shall procure that the Purchaser does, those things listed in Part B (Purchaser’s obligations) of Schedule 2 (Completion arrangements); and the Guarantors shall do those things listed in Part E (Guarantors’ obligations) of Schedule 2 (Completion arrangements). Completion shall take place in accordance with Part C (General) of Schedule 2 (Completion arrangements).

9.3          No party shall be obliged to complete any of the transactions set out in sub-clauses 2.1 to 2.3 or carry out any of the steps set out in Schedule 2 (Completion arrangements) unless sub-clauses 3.1 or 3.2 (as applicable), 6.1, 6.2, 6.5(C) and 6.6 or 6.7 (as applicable) have been complied with and irrevocable arrangements are in place for all such transactions and steps to be completed by all relevant parties on the Completion

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Date in accordance with the sequence of events set out in this Agreement. For the avoidance of doubt, (A) both the beneficial and legal ownership of the Liberty Global Target Company Shares and the Vodafone Target Company Shares will transfer to Purchaser at Completion and not before and (B) both the beneficial and legal ownership of the JV Co Shares will transfer to Vodafone at Completion and not before.

9.4          If the Estimated Vodafone Equalisation Consideration is:

(A)          a positive number, then Vodafone shall procure; or

(B)          a negative number, then Liberty Global shall procure,

that on the Business Day before the Completion Date, the transfer of the Estimated Vodafone Equalisation Consideration by wire transfer into the Notary Bank Account in accordance with clause 29. On execution of the Deeds of Transfer, the Notary shall hold the Estimated Vodafone Equalisation Consideration for the benefit of the relevant Seller that is to receive the Estimated Vodafone Equalisation Consideration in accordance with sub-clauses 3.1 and 3.2. The Notary shall pay (and the parties shall instruct that the Notary shall pay) the Estimated Vodafone Equalisation Consideration to the relevant Seller in accordance with this Agreement (and pay to the relevant Seller(s) any interest to which such Seller(s) are entitled in respect of the Estimated Vodafone Equalisation Payment in accordance with the terms of engagement of the Notary) as soon as reasonably practicable after execution of the Deeds of Transfer and in any event no later than the first Business Day after execution of the Deeds of Transfer.

9.5          If, on the date on which Completion is due to take place under sub-clause 9.1, either Seller has not complied with its obligations under clauses 3.1 or 3.2 (as applicable), 6.1, 6.2, 6.5(C) and 6.6 or 6.7 (as applicable) or either Seller or the Purchaser has not complied with its obligations under sub-clause 9.2 and Schedule 2 (Completion arrangements) (and such failure to comply is material in the context of this Agreement and the transactions contemplated thereby):

(A)          in the event of non-compliance by Liberty Global, Vodafone;

(B)          in the event of non-compliance by Vodafone, either Liberty Global or the Purchaser; or

(C)          in the event of non-compliance by the Purchaser, Vodafone:

may elect to

(i)            defer Completion (so that the provisions of this clause 9 shall apply to Completion as so deferred); or

(ii)           proceed to Completion as far as practicable (without limiting its rights under this Agreement); or

(iii)          terminate this Agreement by notice in writing to the other party.

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9.6          If this Agreement is terminated in accordance with sub-clause 9.5 (and without limiting any party’s right to claim damages in respect of the period prior to termination), all obligations of the Seller and the Purchaser under this Agreement shall end (except for the provisions of this clause 9.6 and clauses 1 (Interpretation) and 25 (Notices) to 35 (Language) inclusive) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist.

10.          Sellers’ Warranties

10.1        Subject to sub-clauses 12.1 and 12.2 (Remedies and Sellers’ limitations on liability):

(A)          Vodafone warrants to the Purchaser (in respect of the Vodafone Target Group only) that each of the Warranties set out in Part A and Part B of Schedule 3 (Warranties); and

(B)          Liberty Global warrants to the Purchaser (in respect of the Liberty Global Target Group only) that each of the Warranties set out in Part A and Part C of Schedule 3 (Warranties),

was accurate in all respects at the date of the Signing Protocol.

10.2        Subject to sub-clauses 12.1 and 12.2 (Remedies and Sellers’ limitations on liability), each party acknowledges and agrees that:

(A)          the Warranties referred to in sub-clause 10.1 are being given by each Seller (as applicable) only to the Purchaser;

(B)          any claim in respect of breach of any Warranty given by a Seller to the Purchaser may only be brought (i) after Completion and (ii) by the Purchaser; and

(C)          any damages to the Purchaser in respect of breach of any Warranty (i) given by Liberty Global shall be assessed by reference to what the value of the Liberty Global Target Group would have been had the breach of Warranty not occurred and (ii) given by Vodafone shall be assessed by reference to what the value of the Vodafone Target Group would have been had the breach of Warranty not occurred.

10.3        Except in the case of fraud, the Purchaser acknowledges that it does not rely on and has not been induced to enter into this Agreement and/or the Ancillary Documents on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than the Warranties, and acknowledges that none of the Sellers, any member of each Retained Group, any member of each Target Group or any of their agents, officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements.

10.4        Subject to sub-clauses 12.1 and 12.2 (Remedies and Sellers’ limitations on liability):

(A)          each Seller warrants, in respect of itself only, to the other Seller in the terms of the Warranties at paragraph 2 of Part A of Schedule 3 (Warranties);

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(B)          each Guarantor warrants, in respect of itself only, to the other parties in the terms of the Warranties at paragraph 2 of Part A of Schedule 3 (Warranties) as if references to the Seller were to the relevant Guarantor; and

(C)          Liberty Global warrants to Vodafone in the terms of the JV Co Shares Warranties,

in each case as at the date of the Signing Protocol.

10.5        Each of the Warranties and the JV Co Shares Warranties shall be construed as being separate and independent and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other Warranty.

10.6        Any Warranty qualified by the expression “so far as the Seller is aware” or any similar expression shall, unless otherwise stated, be deemed to refer to the actual knowledge of:

(A)          in the case of Vodafone, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇; and

(B)          in the case of Liberty Global, Baptiest ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Jan-▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Geert van den ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

10.7        Each Seller undertakes to the other Seller and to the Purchaser that, as soon as reasonably practicable upon it becoming aware, between the date of the Signing Protocol and Completion, of any fact, matter or circumstance relating to the Seller or its Target Group, which it is aware is or is reasonably likely to constitute a breach of any of the Fundamental Warranties at the date of the Signing Protocol and/or immediately before Completion by reference to the facts and circumstances then subsisting, it will disclose in writing such fact, matter or circumstance to the other Seller and the Purchaser.

10.8        Each of the Fundamental Warranties shall be deemed to be repeated immediately before Completion by reference to the facts, circumstances and knowledge then existing as if references in the Fundamental Warranties to the date of the Signing Protocol were references to the Completion Date.

10.9        Liberty Global warrants to the Purchaser that, at the date of the Signing Protocol, none of the Liberty Global Non-Operating Companies (i) was or carrying on any trading activities, or (ii) was subject to in any way, and whether, in each case, contingent or otherwise, any liabilities or obligations (other than ordinary course filing and reporting obligations (including in relation to Tax)), and, subject to Completion having occurred and except to the extent provided for in the Completion Statement of the Liberty Global Target Group, Liberty Global undertakes to pay to the Purchaser such amount as is required to indemnify and hold harmless the Purchaser and each member of the Purchaser’s Group against and in respect of any loss or liability which exists or is suffered or incurred by the Purchaser or any member of the Purchaser’s Group as a

44

result of or in connection with any such trading activities, liabilities or obligations prior to Completion.

10.10      Liberty Global warrants to the Purchaser that, as at the date of the Signing Protocol, Ziggo Toestel Financiering B.V.:

(A)          was not carrying on any activities other than directly in connection with preparation to provide hand-set financing;

(B)          does not have and is not subject to in any way, and whether, in each case, contingent or otherwise, any liabilities in excess of €1,000,000 (including in relation to Tax), and

subject to Completion having occurred and except to the extent provided for in the Completion Statement of the Liberty Global Target Group, Liberty Global undertakes to pay to the Purchaser such amount as is required to indemnify and hold harmless the Purchaser and each member of the Purchaser’s Group against and in respect of any loss or liability which exists or is suffered or incurred by the Purchaser or any member of the Purchaser’s Group, in each case following Completion as a result of or in connection with any breach of the warranties in (A) and (B) above.

10.11      Each Seller undertakes, subject to Completion having occurred and except to the extent provided for in the Completion Statement of the relevant Target Group, to pay to the Purchaser such amount as is required in order to indemnify and hold harmless the Purchaser and/or each member of any Target Group against all actions, claims, proceedings, loss, damage, payments, costs and expenses suffered or incurred by the Purchaser and each member of any Target Group in relation to or arising out of any guarantee (including, with respect to Liberty Global, the guarantee provided by UPC Western Europe Holding 2 B.V. with respect to obligations of the Liberty Global Retained Group), indemnity or other contingent obligation given or undertaken by the Purchaser and/or any member of any Target Group in relation to or arising out of any obligations or liabilities of any member of that Seller’s Retained Group.

10.12      The Purchaser undertakes, subject to Completion having occurred, to pay to each Seller such amount as is required in order to indemnify and hold harmless the Seller and each member of its Retained Group against all actions, claims, proceedings, loss, damage, payments, costs and expenses suffered or incurred by that Seller and each member of its Retained Group in relation to or arising out of any guarantee, indemnity or other contingent obligation (including any obligation to any third party with respect to a guarantee provided by that third party of the obligations of a member of its Target Group (a “Third Party Guarantee”)) given or undertaken by that Seller and each member of its Retained Group in relation to or arising out of any obligations or liabilities of any member of the Purchaser or any Target Group.

10.13      Each Seller shall use reasonable endeavours to ensure that, at or as soon as possible following Completion, the Purchaser and each member of each Target Group is released in full from any guarantees (including any obligation with respect to a Third Party Guarantee and, with respect to Liberty Global, the guarantee provided by UPC Western Europe Holding 2 B.V. with respect to obligations of the Liberty Global Retained Group), indemnities, counter indemnities and letters of comfort given to a third

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party by any member of any Target Group in respect of any obligation of a member of that Seller’s Retained Group.

10.14      The Purchaser shall use reasonable endeavours to ensure that, at or as soon as possible following Completion, each member of each Seller’s Retained Group is released in full from any guarantees (including any obligation with respect to a Third Party Guarantee), indemnities, counter indemnities and letters of comfort given to a third party by any member of that Seller’s Retained Group in respect of any obligation of a member of any Target Group.

Liberty Global specific indemnities

10.15      Liberty Global undertakes to Vodafone, subject to Completion having occurred, that it shall pay to Vodafone such amount as is required to indemnify and hold harmless Vodafone and each member of its Retained Group against and in respect of any loss or liability suffered or incurred by Vodafone or any member of its Retained Group as a result of or in connection with any breach of the JV Co Shares Warranties.

10.16      Liberty Global undertakes to the Purchaser, subject to Completion having occurred and except to the extent provided for as Liberty Global Debt or Liberty Global Working Capital in the Completion Statement of the Liberty Global Target Group, to pay to the Purchaser such amount as is required in order to indemnify and hold harmless the Purchaser and each member of each Target Group against all actions, claims, proceedings, loss, damage, payments, costs and expenses suffered or incurred by the Purchaser and each member of any Target Group in relation to or arising out of any of the Material Liberty Global Litigation to the extent that any such actions, claims, proceedings, loss, damage, payments, costs or expenses relate to the involvement of a member of the Liberty Global Target Group in the relevant Material Liberty Global Litigation.

Vodafone specific indemnities

10.17      Vodafone undertakes to the Purchaser, subject to Completion having occurred and except to the extent provided for as Vodafone Debt or Vodafone Working Capital in the Completion Statement of the Vodafone Target Group, to pay to the Purchaser such amount as is required in order to indemnify and hold harmless the Purchaser and each member of each Target Group against all (i) actions, claims, proceedings, loss (including loss of profit), damage, payments, costs and/or expenses suffered or incurred by the Purchaser and each member of any Target Group in relation to or arising out of any dispute, action, claim, proceedings, breach of law, invalidity of customer contract, customer complaint, remedial action, or any change of any applicable laws or regulations, in each case whether arising before, on or after Completion in connection with the Handset Financing Ruling, to the extent that any such actions, claims, proceedings, loss (including loss of profit), damage, payments, costs or expenses relate to actions or omissions committed by any member of the Vodafone Target Group or the Vodafone Retained Group in the period prior to Completion and (ii) costs, payments and/or expenses suffered or incurred by the Purchaser and each member of any Target Group on or following Completion for the Vodafone Target Group to establish operating procedures which are compliant with the Dutch Consumer Credit Act (Wet op het consumentenkrediet), the Dutch Financial Supervisory Act (Wet op het financieel

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toezicht) and all laws and regulations relating to them in connection with the Handset Financing Ruling as such Acts, laws, regulation and Ruling are and have been in force up to the Completion Date (the “Procedures”). For the avoidance of doubt, there is no obligation in sub-clause 10.17(ii) in respect of any change of any applicable Acts, laws or regulations following Completion in connection with the Handset Financing Ruling.

Each of the Sellers and the Purchaser agrees that, if the Vodafone Target Group has not established the Procedures by the Completion Date, the Purchaser shall, in consultation with Vodafone, prioritise the establishment of such Procedures with effect from Completion and take all reasonable steps in connection with the same as soon as reasonably practicable following Completion

10.18      Vodafone undertakes to the Purchaser, subject to Completion having occurred and except to the extent provided for as Vodafone Debt or Vodafone Working Capital in the Completion Statement of the Vodafone Target Group, to pay to the Purchaser such amount as is required in order to indemnify and hold harmless the Purchaser and each member of each Target Group against all actions, claims, proceedings, loss, damage, payments, costs and expenses suffered or incurred by the Purchaser and each member of any Target Group in relation to the Material Vodafone Litigation, to the extent that any such actions, claims, proceedings, loss, damage, payments, costs or expenses relate to the involvement of a member of the Vodafone Target Group in the relevant Material Vodafone Litigation.

10.19      The Purchaser shall not be permitted to bring any claim against Vodafone or Liberty Global for any breach of or pursuant to this clause 10, and neither Liberty Global nor Vodafone shall be permitted to bring any claim against the Purchaser for any breach of or pursuant to this clause 10, in each case unless Completion has occurred.

10.20      Following Completion, upon the Purchaser becoming aware of any notice, claim, action or demand that may reasonably lead to a liability of a Seller pursuant to any indemnity in sub-clauses 10.9 or 10.16, 10.17 or 10.18, the Sellers shall procure that the Purchaser shall:

(A)          with respect to any matter of which the relevant Seller is not already aware, notify the relevant Seller by written notice including such information as is available to the Purchaser relating to the notice, claim, action or demand;

(B)          promptly give such access to its personnel, premises, documents and records which are relevant to the claim (which documents and records, following notice of any claim pursuant to this sub-clause 10.20, the Purchaser shall take reasonable steps to preserve) to the relevant Seller and its professional advisers as the relevant Seller may reasonably request;

(C)          at the option of the relevant Seller, either:

(i)            allow the relevant Seller to take the sole conduct of such actions as the Seller may deem appropriate to deny, defend or counterclaim against any such claim in the name of the Purchaser or the relevant member of the Purchaser’s Group and in that connection the Purchaser shall give or procure that each member of the Purchaser’s Group gives to the

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relevant Seller all such assistance as it may reasonably require in conducting such action; or

(ii)           act solely in accordance with the relevant Seller’s reasonable instructions in avoiding, disputing, resisting, counterclaiming, defending or appealing any such claim and instruct such solicitors or other professional advisors as the relevant Seller may reasonably nominate to act solely in accordance with the relevant Seller’s instructions and on terms that the relevant Seller is responsible for (and shall directly settle) all costs and expenses suffered or incurred by any such solicitors or professional advisers in respect of such instructions;

(D)          make no admission of liability, agreement, settlement or compromise with any person in relation to any such claim or adjudication without the prior written consent of the relevant Seller, such consent not to be unreasonably withheld or delayed;

(E)           take steps as may be reasonable in order to mitigate any potential liability of the relevant Seller under sub-clauses 10.9 or 10.16, 10.17 or 10.18; and

(F)           not take any action which it knows, or ought reasonably to expect, would be likely to result in, or increase, the liability of the relevant Seller under sub- clauses 10.9 or 10.16, 10.17 or 10.18.

10.21      If as a result of the transactions contemplated by this Agreement a third party consent or waiver is required for a Target Company or any member of the relevant Target Group to continue to exercise rights pursuant to a material contract or licence following Completion (a “Third Party Consent”) the Purchaser and the relevant Seller shall procure that the relevant member of the Seller Group shall use all reasonable efforts to obtain any Third Party Consent by Completion, and the other Seller shall cooperate with the relevant Seller in relation to, and provide such assistance as the relevant Seller may reasonably request in relation to, obtaining such Third Party Consent. If any Third Party Consent has not been obtained by Completion, then the Sellers shall procure that the Purchaser shall procure that the relevant Target Company shall use all reasonable efforts to obtain that Third Party Consent and to achieve an alternative solution by which the relevant Target Company shall receive the benefit of the relevant material contract and assume the associated obligations (and each of the Sellers shall cooperate with and provide reasonable assistance to the Purchaser in relation to the same).

Vodafone Share Schemes

10.22      The Vodafone Guarantor agrees that, following Completion, the Vodafone Participants shall, to the extent permitted by the terms of the Vodafone Share Schemes, continue to be entitled to exercise any rights that they have under the Vodafone Share Schemes immediately prior to Completion (including any rights to exercise any options that they may hold or realise any vested awards) in respect of Vodafone Shares (the “Vodafone Existing Rights”).

10.23      The Vodafone Guarantor undertakes to the Purchaser that it shall bear any and all costs and liabilities (including the cost of any Vodafone Shares used to satisfy the relevant

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options or awards) associated with any exercise or realisation by the Vodafone Participants of any Vodafone Existing Rights.

Liberty Global Share Schemes

10.24      The Liberty Global Guarantor agrees that, following Completion, the Liberty Global Participants shall, to the extent permitted by the terms of the Liberty Global Share Schemes, continue to be entitled to exercise any rights that they have under the Liberty Global Share Schemes immediately prior to Completion (including any rights to exercise any options that they may hold or realise any vested awards) in respect of Liberty Global Shares (the “Liberty Global Existing Rights”).

10.25      The Liberty Global Guarantor undertakes to the Purchaser that it shall bear any and all costs and liabilities (including the cost of any Liberty Global Shares used to satisfy the relevant options or awards) associated with any exercise or realisation by the Liberty Global Participants of any Liberty Global Existing Rights.

11.          Purchaser’s warranties and undertakings

11.1        The Purchaser warrants to the Sellers at the date of the Signing Protocol that it has the requisite capacity, power and authority to enter into and perform the Share Purchase Documents to which it is a party and that its obligations under this Agreement constitute, and its obligations under the other Share Purchase Documents will, when executed and delivered, constitute valid and binding obligations of the Purchaser in accordance with their respective terms.

11.2        The Purchaser undertakes that, prior to the Completion Date, it shall take all reasonable steps to effect Completion, and that it will not take any action, enter into any agreement or engage in any trade or other activity, except to the extent required by the Share Purchase Documents. Liberty Global shall procure the Purchaser’s compliance with this clause 11.2.

12.          Remedies and Seller’s limitations on liability

12.1        The Purchaser shall not be entitled to claim that any fact, matter or circumstance causes any of the Warranties to be breached if it has been fairly disclosed in or pursuant to this Agreement, either Disclosure Letter, either Data Room prior to 11.59 pm on 7 February 2016 or in any document referred to in the Disclosure Letter or delivered or deemed to be delivered with it.

12.2        No liability shall attach to either Seller in respect of claims under the Warranties if and to the extent that the limitations set out in Schedule 4 (Limitations on the Sellers’ liability) apply.

12.3        None of the limitations contained in Schedule 4 (Limitations on the Sellers’ liability) shall apply to any claim to the extent that such claim arises or is increased as the consequence of fraud by any director or officer of any member of the relevant Seller’s Retained Group or any person set out in clause 10.6(A) (in the case of Vodafone) or clause 10.6(B) (in the case of Liberty Global).

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12.4        Between the date of the Signing Protocol and Completion:

(A)          if any fact or circumstance arises which would constitute a breach by Vodafone of the warranties given in sub-clause 10.8, Liberty Global shall be entitled at any time prior to Completion to terminate this Agreement by notice in writing to the other parties; and

(B)          if any fact or circumstance arises which would constitute a breach by Liberty Global of the warranties given in sub-clause 10.8, Vodafone shall be entitled at any time prior to Completion to terminate this Agreement by notice in writing to the other parties.

12.5        Neither Seller shall be entitled to exercise any right to terminate pursuant to sub-clause 12.4 if such breach is capable of remedy and within 15 Business Days of receiving notice of the breach it is remedied by the relevant Seller such that each of the other Seller and the Purchaser is in no worse position than it would have been had there been no breach.

12.6        If either Seller becomes entitled to terminate this Agreement under sub-clause 12.4 and elects not to do so and Completion occurs, neither it nor the Purchaser shall be entitled to make any claim for damages or exercise any other right, power or remedy under this Agreement or otherwise provided by law in respect of the breach or deemed breach of Warranty giving rise to such right to give notice to terminate.

12.7        If this Agreement is terminated in accordance with sub-clause 12.4, all obligations of the Sellers and the Purchaser under this Agreement shall end (except for the provisions of this clause 12.7 and clauses 1 (Interpretation) and 25 (Notices) to 35 (Language) inclusive) but (for the avoidance of doubt) all rights and liabilities of the parties which have accrued before termination shall continue to exist.

12.8        The Disclosures made in each Disclosure Letter shall be made as at the date of the Signing Protocol.

13.          KPN Litigation

13.1        The Purchaser shall act solely in accordance with the instructions of Vodafone (or a member of its Retained Group) with respect to the conduct of the KPN Litigation and instruct such solicitors or other professional advisors as Vodafone may reasonably nominate to act solely in accordance with Vodafone’s instructions and on terms that the Vodafone is responsible for (and shall directly settle) all costs and expenses incurred by any such solicitors or professional advisers in respect of such instructions. The Purchaser and Liberty Global agree that they shall not, and in the case of the Purchaser shall procure that the Purchaser’s Group shall not and in the case of Liberty Global shall procure that the Liberty Global Retained Group shall not, make any public comment or statement in connection with the KPN Litigation without the prior written consent of Vodafone (save as required by law or any securities exchange or regulatory or governmental body to which that party is subject, wherever situated, including (amongst other bodies) any Tax Authority, the Financial Conduct Authority, the Prudential Regulation Authority, the London Stock Exchange plc, The Panel on Takeovers and Mergers, the SEC or NASDAQ, whether or not the requirement has the force of law).

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13.2        Vodafone undertakes (i) promptly to reimburse the Purchaser for the time and reasonable costs of employees or officers of the Purchaser’s Group incurred in connection with its obligations under sub-clause 13.1, and (ii) to pay on demand to the Purchaser such amount as is required to indemnify and hold harmless the Purchaser and each member of each Target Group against and in respect of any loss or liability which exists or is suffered or incurred by the Purchaser or any such member of such Target Group as a result of or in connection with the KPN Litigation and any related counter-claim or (where made at the request of Vodafone) any other related claim.

13.3        The parties agree that Vodafone shall be entitled to the benefit of any payment or damages made or awarded to the Purchaser or any member of any Target Group pursuant to any judgment, award or settlement of the KPN Litigation, less any amounts payable pursuant to clause 13.2 and less any Tax payable as a consequence of or by reference to any such payment or damages or any distribution or other payment made or received in respect thereof (including any Tax chargeable thereon and any deductions or withholdings for or on account of Tax, whether payable by the Purchaser or any member of the Liberty Global Target Group or the Vodafone Target Group, and including any Tax that would have been so payable but for the availability of a Relief). Subject to Completion having occurred, the Purchaser shall ensure that any such amount is promptly paid to Vodafone in the form of a distribution from the Purchaser’s share capital or profit reserves (or in such other form as the parties may agree in writing). The parties agree, in respect of distributions to Vodafone pursuant to this clause 13.3, that such distributions shall be made on one or more of the shares in the capital of the Purchaser held by Vodafone and not on any of the shares in the capital of the Purchaser held by Liberty Global, and Liberty Global hereby consents to such distributions being made to Vodafone on such terms.

14.          Intrum Justitia Litigation

14.1        The Purchaser shall act solely in accordance with the instructions of Vodafone (or a member of its Retained Group) with respect to the conduct of the Intrum Justitia Litigation and instruct such solicitors or other professional advisors as Vodafone may reasonably nominate to act solely in accordance with Vodafone’s instructions and on terms that Vodafone is responsible for (and shall directly settle) all costs and expenses incurred by any such solicitors or professional advisers in respect of such instructions.

14.2        Vodafone undertakes promptly to reimburse the Purchaser for the time and reasonable costs of employees or officers of the Purchaser’s Group incurred in connection with its obligations under sub-clause 14.1.

14.3        Subject to Completion having occurred, if the Purchaser or any member of the Purchaser’s Group receives any Intrum Justitia Benefit, such recipient shall procure that an amount in cash is promptly paid to Vodafone equal to: (i) 50 per cent. of such Intrum Justitia Benefit less (ii) 50% of any Tax payable as a consequence of or by reference to any such Intrum Justitia Benefit and less (iii) 100 per cent. of any Tax payable as a consequence of or by reference to any distribution or other payment made or received in respect thereof (including any Tax chargeable thereon and any deductions or withholdings for or on account of Tax), to the extent that the aggregate amount of the Intrum Justitia Benefits received by the Purchaser or such member of the Purchaser’s Group is less than or equal to the aggregate amount of the Intrum Justitia Provisions.

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Such payments shall take the form of a distribution from the Purchaser’s share capital or profit reserves (or in such other form as the parties may agree in writing). The parties agree, in respect of distributions to Vodafone pursuant to this sub-clause 14.3, that such distributions shall be made on one or more of the shares in the capital of the Purchaser held by Vodafone and not on any of the shares in the capital of the Purchaser held by Liberty Global, and Liberty Global hereby consents to such distributions being made to Vodafone on such terms.

15.          Intellectual Property and Business Information

Wrong pockets

15.1        If, after Completion, a member of the Purchaser’s Group owns any Intellectual Property or rights in Business Information which, in the 12 months prior to Completion, related to the business of:

(A)          Vodafone’s Retained Group (including, for the avoidance of doubt, any rights in the Brand but excluding any Vodafone JV Patents), the Purchaser shall procure that such Intellectual Property and/or rights in Business Information are transferred to Vodafone or a company nominated by Vodafone for nominal consideration as soon as practicable after becoming aware of the ownership of such rights; or

(A)          Liberty Global’s Retained Group (excluding any Liberty Global JV Patents), the Purchaser shall procure that such Intellectual Property and/or rights in Business Information are transferred to Liberty Global or a company nominated by Liberty Global for nominal consideration as soon as practicable after becoming aware of the ownership of such rights..

15.2        If, after Completion, Vodafone (or a member of Vodafone’s Retained Group) owns any Intellectual Property (excluding any rights in the Brand) and/or rights in Business Information, which, in the 12 months prior to Completion, were used exclusively in the business of the Vodafone Target Group, Vodafone shall procure that such Intellectual Property and/or rights in Business Information are transferred to the Purchaser or a company nominated by the Purchaser for nominal consideration as soon as practicable after becoming aware of the ownership of such rights.

15.3        If, after Completion, Liberty Global (or a member of Liberty Global’s Retained Group) owns any Intellectual Property and/or rights in Business Information, which, in the 12 months prior to Completion, were used exclusively in the business of the Liberty Global Target Group, Liberty Global shall procure that such Intellectual Property and/or rights in Business Information are transferred to the Purchaser or a company nominated by the Purchaser for nominal consideration as soon as practicable after becoming aware of the ownership of such rights.

Licence of shared Intellectual Property