SECTION 382 TAX BENEFITS PRESERVATION PLAN by and between EMCORE CORPORATION and EQUINITI TRUST COMPANY, LLC, as Rights Agent, Dated as of September 28, 2023Benefits Preservation Plan • September 28th, 2023 • Emcore Corp • Semiconductors & related devices • New Jersey
WHEREAS, the Company and certain of its Subsidiaries have generated certain Tax Benefits (as hereinafter defined) for United States federal income tax purposes, such Tax Benefits may potentially provide valuable benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 (as hereinafter defined), and the Treasury Regulations (as hereinafter defined) promulgated thereunder, and thereby preserve its ability to utilize such Tax Benefits, and, in furtherance of such objective, the Company desires to enter into this Agreement; and
CARPARTS.COM, INC.Benefits Preservation Plan • April 5th, 2024 • CarParts.com, Inc. • Retail-auto & home supply stores • Delaware
This Right Certificate is subject to all of the terms, provisions and conditions of the Plan, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Plan are on file at the principal offices of the Company and the Rights Agent.
AMENDMENT No. 5 to the LIMESTONE BANCORP, INC. TAX BENEFITS PRESERVATION PLANBenefits Preservation Plan • October 25th, 2022 • Limestone Bancorp, Inc. • National commercial banks
This is Amendment No. 5 (this “Amendment”) dated as of October 24, 2022, to the TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (the “Plan”), between Limestone Bancorp, Inc., a Kentucky corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), as amended by Amendment No. 1 thereto dated August 5, 2015, Amendment No. 2 thereto dated May 23, 2018, Amendment No. 3 thereto dated November 25, 2019, and Amendment No. 4 thereto dated May 19, 2021 (as so amended, the “Plan”).
AMENDMENT NO. 1 TO THE TAX BENEFITS PRESERVATION PLANBenefits Preservation Plan • June 3rd, 2021 • Moneygram International Inc • Services-business services, nec • Delaware
This AMENDMENT NO. 1 TO THE TAX BENEFITS PRESERVATION PLAN (this “Amendment”) is dated as of June 3, 2021 (the “Effective Date”) and amends the Tax Benefits Preservation Plan, dated as of July 28, 2020 (the “Rights Agreement”), by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.
AMENDMENT No. 4 to the LIMESTONE BANCORP, INC. TAX BENEFITS PRESERVATION PLANBenefits Preservation Plan • May 19th, 2021 • Limestone Bancorp, Inc. • National commercial banks
This is Amendment No. 4 (this “Amendment”) dated as of May 19, 2021, to the TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (the “Plan”), between Limestone Bancorp, Inc., a Kentucky corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), as amended by Amendment No. 1 thereto dated August 5, 2015, Amendment No. 2 thereto dated May 23, 2018, and Amendment No. 3 thereto dated November 25, 2019 (as so amended, the “Plan”).
SECTION 382 TAX BENEFITS PRESERVATION PLANBenefits Preservation Plan • November 17th, 2021 • Delaware
WHEREAS, the Company and certain of its Subsidiaries have generated certain Tax Benefits (as hereinafter defined) for United States federal income tax purposes, such Tax Benefits may potentially provide valuable benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 (as hereinafter defined), and the Treasury Regulations (as hereinafter defined) promulgated thereunder, and thereby preserve its ability to utilize such Tax Benefits, and, in furtherance of such objective, the Company desires to enter into this Agreement; and
FIRST AMENDMENT TOBenefits Preservation Plan • March 22nd, 2021 • Support.com, Inc. • Services-computer processing & data preparation • Delaware
This First Amendment (this “Amendment”) dated as of March 19, 2021, to the Section 382 Tax Benefits Preservation Plan, dated as of August 21, 2019 (the “Rights Agreement”), is between SUPPORT.COM, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLANBenefits Preservation Plan • May 15th, 2015 • Bank of the Carolinas CORP • National commercial banks
THIS FIRST AMENDMENT (this “Amendment”) to the Tax Benefits Preservation Plan (the “Plan”), dated as of July 11, 2014 between Bank of the Carolinas Corporation, a corporation organized under the laws of the State of North Carolina (the “Company”) and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent”) is effective as of 12:00 p.m., eastern time on May 6, 2015. All capitalized terms not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Plan.
Tax Benefits Preservation Plan Capitol Bancorp Ltd. and Mellon Investor Services LLC, as Rights Agent Dated as of July 21, 2011Benefits Preservation Plan • July 25th, 2011 • Capitol Bancorp LTD • National commercial banks • New York
This Tax Benefits Preservation Plan (this “Plan”), dated as of July 21, 2011 between Capitol Bancorp Ltd., a Michigan corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (the “Rights Agent”).
AMENDMENT No. 1 to the PORTER BANCORP, INC. TAX BENEFITS PRESERVATION PLANBenefits Preservation Plan • August 5th, 2015 • Porter Bancorp, Inc. • National commercial banks
This is Amendment No. 1 (this “Amendment”) dated as of August 5, 2015, to the TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (the “Plan”), between Porter Bancorp, Inc., a Kentucky corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).
