FORM OF REORGANIZATION AGREEMENT between LIBERTY GLOBAL PLC and LIBERTY LATIN AMERICA LTD. Dated as ofReorganization Agreement • December 8th, 2017 • Liberty Latin America Ltd. • Cable & other pay television services • Delaware
This REORGANIZATION AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of [●], is entered into by and between LIBERTY GLOBAL PLC, a public limited company organized under the laws of England and Wales (“LGP”), and Liberty Latin America Ltd., an exempted Bermuda company limited by shares (“Splitco”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1.
SERVICES AGREEMENT by and between LIBERTY GLOBAL B.V. - and - LIBERTY LATIN AMERICA LTD. Dated December [●], 2017Services Agreement • December 8th, 2017 • Liberty Latin America Ltd. • Cable & other pay television services • New York
SERVICES AGREEMENT (this “Agreement”), dated as of December [●], 2017 (the “Effective Date”), by and between LIBERTY GLOBAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of the Netherlands and registered in the Netherlands with company number 34168993, whose registered seat is in Amsterdam and registered office is at Boeing Avenue 53, 1119 PE Schiphol-Rijk, the Netherlands, and which is an indirect wholly-owned subsidiary of LGP (“LG”), and Liberty Latin America Ltd., an exempted Bermuda company limited by shares with a registered office at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda (“Splitco”). Each of LG and Splitco is sometimes referred to herein as a “Party”, and together, as the “Parties”.
TAX SHARING AGREEMENT BETWEEN LIBERTY GLOBAL PLC AND LIBERTY LATIN AMERICA LTD.Tax Sharing Agreement • December 8th, 2017 • Liberty Latin America Ltd. • Cable & other pay television services • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of December [●], 2017, between Liberty Global plc, a company organized under the laws of England and Wales (“Distributing”), and Liberty Latin America Ltd., a company organized under the laws of Bermuda (“Splitco”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
Dated this [date] B E T W E E N : [PARTY] and [PARTY] INDEMNIFICATION AGREEMENTIndemnification Agreement • December 8th, 2017 • Liberty Latin America Ltd. • Cable & other pay television services
LIBERTY LATIN AMERICA LTD., a company incorporated under the laws of Bermuda with its registered office located at Clarendon House, 2 Church Street, Hamilton 11, Bermuda (the “Company”); and
