Common use of Section 16(b) of the Exchange Act Clause in Contracts

Section 16(b) of the Exchange Act. By approving the adoption of this Agreement, the respective Board of Directors of each of JDSU, Viavi and Holdings intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity securities by directors and officers of each of JDSU, Viavi and Holdings contemplated by this Agreement, and the respective Boards of Directors of JDSU, Viavi and Holdings also intend expressly to approve, in respect of any equity-based award, the use of any method for the payment of an exercise price and the satisfaction of any applicable tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of shares from delivery pursuant to any equity-based award in satisfaction of applicable tax withholding requirements) to the extent such method is permitted under the applicable JDSU Equity Plan, Viavi Equity Plan or Holdings Equity Plan and any award agreement.