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
