Tax Asset Protection Plan Sample Contracts

TAX ASSET PROTECTION PLAN dated as of February 5, 2020 between UNISYS CORPORATION and COMPUTERSHARE INC. as Rights Agent
Tax Asset Protection Plan • February 6th, 2020 • Unisys Corp • Services-computer integrated systems design • New York

TAX ASSET PROTECTION PLAN (as amended from time to time, this “Plan”), dated as of February 5, 2020, between Unisys Corporation, a Delaware corporation (including any successor hereunder, the “Company”), and Computershare Inc., a Delaware Corporation, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

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FOURTH AMENDMENT TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • April 13th, 2021 • Delaware

This FOURTH AMENDMENT TO TAX ASSET PROTECTION PLAN (this “Amendment”) is entered into as of April 9, 2021, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and the Rights Agent, as amended by the First Amendment to Tax Asset Protection Plan, dated as of April 6, 2018, the Second Amendment to Tax Asset Protection Plan, dated as of April 5, 2019 and the Third Amendment to Tax Asset Protection Plan, dated as of April 8, 2020 (collectively, the “TAPP”).

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SIXTH AMENDMENT TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • April 14th, 2023 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

This SIXTH AMENDMENT TO TAX ASSET PROTECTION PLAN (this "Amendment") is entered into as of April 13, 2023, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent"). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and the Rights Agent, as amended by the First Amendment to Tax Asset Protection Plan, dated as of April 6, 2018, the Second Amendment to Tax Asset Protection Plan, dated as of April 5, 2019, the Third Amendment to Tax Asset Protection Plan, dated as of April 8, 2020, the Fourth Amendment to Tax Asset Protection Plan, dated as of April 9, 2021, and the Fifth Amendment to Tax Asset Protection Plan, dated as of March 15, 2022 (collectively, the "TAPP").

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TAX ASSET PROTECTION PLAN between BIOSCRIP, INC. and American Stock Transfer & Trust Company, LLC, as Rights Agent Dated as of August 11, 2016
Tax Asset Protection Plan • August 12th, 2016 • BioScrip, Inc. • Services-home health care services • New York

Exhibit A: Form of Certificate of Designation, Preferences and Rights of Series D Junior Participating Preferred Stock

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SECOND AMENDMENT TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • April 11th, 2019 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

This SECOND AMENDMENT TO TAX ASSET PROTECTION PLAN (this “Amendment”) entered into as of April 5, 2019, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and the Rights Agent, as amended by the First Amendment to Tax Asset Protection Plan, dated as of April 6, 2018 (the “TAPP”).

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AMENDMENT NO. 1 TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • March 13th, 2013 • Makemusic, Inc. • Services-prepackaged software

This AMENDMENT NO. 1 (this “Amendment”) to the Tax Asset Protection Plan (the “Plan”), dated February 21, 2012, by and between MakeMusic, Inc., a Minnesota corporation (the “Company”), and Wells Fargo Bank, N.A., as Rights Agent (the “Rights Agent”), is made as of March 12, 2013. All capitalized terms used herein have the same meanings assigned to them in the Plan, unless otherwise defined herein.

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THIRD AMENDMENT TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • April 9th, 2020 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

This THIRD AMENDMENT TO TAX ASSET PROTECTION PLAN (this "Amendment") entered into as of April 8, 2020, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent"). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan, dated as of May 5, 2017, by and between the Company and the Rights Agent, as amended by that certain First Amendment to Tax Asset Protection Plan, dated as of April 6, 2018 and that certain Second Amendment to Tax Asset Protection Plan, dated as of April 5, 2019 (collectively, the "TAPP").

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FIRST AMENDMENT TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • April 11th, 2018 • Advanced Emissions Solutions, Inc. • Miscellaneous chemical products • Delaware

This FIRST AMENDMENT TO TAX ASSET PROTECTION PLAN (this “Amendment”) entered into as of April 6, 2018, by and between Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and the Rights Agent (the “TAPP”).

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SEVENTH AMENDMENT TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • April 16th, 2024 • Arq, Inc. • Miscellaneous chemical products • Delaware

This SEVENTH AMENDMENT TO TAX ASSET PROTECTION PLAN (this "Amendment") is entered into as of April 15, 2024, by and between Arq, Inc. (formerly Advanced Emissions Solutions, Inc.), a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of May 5, 2017, by and between the Company and the Rights Agent, as amended by the First Amendment to Tax Asset Protection Plan, dated as of April 6, 2018, the Second Amendment to Tax Asset Protection Plan, dated as of April 5, 2019, the Third Amendment to Tax Asset Protection Plan, dated as of April 8, 2020, the Fourth Amendment to Tax Asset Protection Plan, dated as of April 9, 2021, the Fifth Amendment to Tax Asset Protection Plan, dated as of March 15, 2022 and the Sixth Amendment to Tax Asset Protection Plan, d

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AMENDMENT NO. 3 TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • December 11th, 2019 • American International Group Inc • Fire, marine & casualty insurance • Delaware

Amendment No. 3, dated as of December 11, 2019 (this “Amendment”), to the Tax Asset Protection Plan, dated as of March 9, 2011, as previously amended by Amendment No. 1, dated as of January 8, 2014 and by Amendment No. 2, dated as of December 14, 2016 (together, the “Plan”), between American International Group, Inc., a Delaware corporation (including any successor hereunder, the “Company”), and Equiniti Trust Company, as successor to Wells Fargo Shareowner Services, a former division of Wells Fargo Bank, National Association, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

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AMENDMENT NO. 1 TO THE TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • August 4th, 2020 • Unisys Corp • Services-computer integrated systems design

Amendment No. 1, dated August 4, 2020 (the “Amendment”), to the Tax Asset Protection Plan, dated as of February 5, 2020 (the “Plan”), by and between Unisys Corporation (the “Company”) and Computershare Inc., as rights agent (the “Rights Agent”).

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TAX ASSET PROTECTION PLAN Dated as of December 16, 2014 by and between THE WET SEAL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent
Tax Asset Protection Plan • December 17th, 2014 • Wet Seal Inc • Retail-women's clothing stores • Delaware

This TAX ASSET PROTECTION PLAN (this “Plan”), dated as of December 16, 2014, is by and between The Wet Seal, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). All capitalized terms used in this Plan have the meanings given thereto in Section 1.

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AMENDMENT NO. 1 TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • February 5th, 2015 • Krispy Kreme Doughnuts Inc • Retail-food stores • North Carolina

Amendment No. 1 to Tax Asset Protection Plan (this “Amendment”), dated as of February 2, 2015, by and between KRISPY KREME DOUGHNUTS, INC., a North Carolina corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).

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AMENDMENT TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • August 7th, 2019 • Option Care Health, Inc. • Services-home health care services • Delaware

This AMENDMENT TO TAX ASSET PROTECTION PLAN (this “Amendment”) is dated as of August 5, 2019, by and between BioScrip, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of August 11, 2016, by and between the Company and the Rights Agent (the “TAPP”).

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AMENDMENT NO. 1 TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • January 8th, 2014 • American International Group Inc • Fire, marine & casualty insurance • Delaware

Amendment No. 1, dated as of January 8, 2014 (this “Amendment”), to the Tax Asset Protection Plan, dated as of March 9, 2011 (the “Plan”), between American International Group, Inc., a Delaware corporation (including any successor hereunder, the “Company”), and Wells Fargo Bank, National Association, a national banking association, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

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TAX ASSET PROTECTION PLAN dated as of March 9, 2011 between AMERICAN INTERNATIONAL GROUP, INC. and Wells Fargo Bank, National Association, as Rights Agent
Tax Asset Protection Plan • March 9th, 2011 • American International Group Inc • Fire, marine & casualty insurance • Delaware

TAX ASSET PROTECTION PLAN (as amended from time to time, this “Plan”), dated as of March 9, 2011, between American International Group, Inc., a Delaware corporation (including any successor hereunder, the “Company”), and Wells Fargo Bank, National Association, a national banking association, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

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AMENDMENT NO. 2 TO TAX ASSET PROTECTION PLAN
Tax Asset Protection Plan • December 14th, 2016 • American International Group Inc • Fire, marine & casualty insurance • Delaware

Amendment No. 2, dated as of December 14, 2016 (this “Amendment”), to the Tax Asset Protection Plan, dated as of March 9, 2011, as previously amended by Amendment No. 1, dated as of January 8, 2014 (together, the “Plan”), between American International Group, Inc., a Delaware corporation (including any successor hereunder, the “Company”), and Wells Fargo Bank, National Association, a national banking association, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

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