P.O. Box 2600
Valley Forge, PA ###-###-####
January 3rd, 2020
SeaChange International, Inc.
50 Nagog Park
Acton, MA 01720
RE: Tax Benefits Preservation Plan Determination Letter
Dear Ladies and Gentlemen:
Reference is made to the Tax Benefits Preservation Plan (as amended, the Plan), dated as of March 4, 2019, by and between SeaChange International, Inc. (the Company) and the Rights Agent named therein, and to certain provisions regarding stock ownership contained in the Plan, which generally treat any Person that, together with all Affiliates and Associates of such Person, Beneficially Owns 4.9% or more of the Companys then-outstanding Company Securities as an Acquiring Person. Except as otherwise indicated, terms used herein have the meanings provided in the Plan.
The Vanguard Group, Inc., together with its subsidiaries (collectively, Vanguard), acts, or may in the future act, as the investment advisor of various investment funds and accounts (collectively, the Funds and, together with Vanguard, the Vanguard Investors). The Vanguard Investors may, from time to time, own stock or other securities convertible into or exercisable for stock of the Company.
In connection with the determination by the Board of Directors of the Company (the Board) that, pursuant to clause (v) of the definition of Acquiring Person, each Vanguard Investor should be treated for purposes of the Plan as a separate entity (an Entity) within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations, and accordingly, that (i) each Vanguard Investor separately constitutes a Person within the meaning of the Plan, (ii) no Vanguard Investor should be treated as an Affiliate or