Tax Benefits Preservation Plan Sample Contracts

TAX BENEFITS PRESERVATION PLAN dated as of January 22, 2024 between LIVEPERSON, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent
Tax Benefits Preservation Plan • January 22nd, 2024 • Liveperson Inc • Services-prepackaged software • Delaware

TAX BENEFITS PRESERVATION PLAN, dated as of January 22, 2024 (the “Agreement”), between LivePerson, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, in its capacity as Rights Agent (as hereinafter defined).

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PORTER BANCORP, INC. TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • June 29th, 2015 • Porter Bancorp, Inc. • National commercial banks • Kentucky

This is a TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (this “Plan”), between Porter Bancorp, Inc., a Kentucky corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”).

TAX BENEFITS PRESERVATION PLAN Quotient Technology Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent Dated as of November 11, 2021
Tax Benefits Preservation Plan • November 12th, 2021 • Quotient Technology Inc. • Services-advertising • Delaware

This TAX BENEFITS PRESERVATION PLAN, dated as of November 11, 2021 (this “Agreement”), is made by and between Quotient Technology 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”).

TAX BENEFITS PRESERVATION PLAN Dated as of August 16, 2023 between SEACHANGE INTERNATIONAL, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent
Tax Benefits Preservation Plan • August 16th, 2023 • Seachange International Inc • Services-prepackaged software • New York

Tax Benefits Preservation Plan (the “Agreement”), dated as of August 16, 2023, between SeaChange International, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).

TAX BENEFITS PRESERVATION PLAN dated as of November 19, 2010 between FIDELITY SOUTHERN CORPORATION and MELLON INVESTOR SERVICES LLC as Rights Agent
Tax Benefits Preservation Plan • November 23rd, 2010 • Fidelity Southern Corp • State commercial banks • Georgia

THIS TAX BENEFITS PRESERVATION PLAN (this “Rights Plan”) dated as of November 19, 2010, between Fidelity Southern Corporation, a Georgia corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • November 12th, 2021 • Delaware

This TAX BENEFITS PRESERVATION PLAN, dated as of November 11, 2021 (this “Agreement”), is made by and between Quotient Technology 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”).

TETRA TECHNOLOGIES, INC.
Tax Benefits Preservation Plan • March 1st, 2023 • Tetra Technologies Inc • Crude petroleum & natural gas • Delaware

Tax Benefits Preservation Plan, dated as of February 28, 2023 (this “Plan”), between TETRA Technologies, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • September 5th, 2019 • Celadon Group Inc • Trucking (no local) • New York

This AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN, dated as of August 29, 2019 (this “Amendment”), is made and entered into by and between Celadon Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Tax Benefits Preservation Plan (as defined below).

AMENDMENT NO. 2 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • August 22nd, 2018 • HomeTrust Bancshares, Inc. • Savings institution, federally chartered

Amendment No. 2, dated as of August 21, 2018 (this “Amendment”), to the Tax Benefits Preservation Plan, dated as of September 25, 2012, and amended by Amendment No. 1 thereto, dated as of August 31, 2015 (the “Plan”), between HomeTrust Bancshares, Inc., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., as successor rights agent to Registrar and Transfer Company (the “Rights Agent”).

SECOND AMENDMENT TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • June 21st, 2011 • United Community Banks Inc • State commercial banks

THIS SECOND AMENDMENT (the “Amendment”) dated as of June 17, 2011, is entered into by and between United Community Banks, Inc., a Georgia corporation (the “Company”), and Illinois Stock Transfer Company, an Illinois corporation (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Plan (as defined below).

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • December 16th, 2021 • Tidewater Inc • Water transportation

Amendment No. 1, dated as of December 15, 2021 (this “Amendment”), to the Tax Benefits Preservation Plan, dated as of April 13, 2020 (the “Plan”), between Tidewater Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • March 1st, 2023 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware

FIRST AMENDMENT (this “Amendment”), dated as of January 6, 2023, to the Tax Benefits Preservation Agreement (the “Tax Benefits Preservation Plan”), dated as of December 22, 2022, between Clarivate Plc, a no par value public limited company formed under the laws of Jersey (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Tax Benefits Preservation Plan.

Contract
Tax Benefits Preservation Plan • January 8th, 2024 • Steel Connect, Inc. • Services-business services, nec

AMENDMENT TO TAX BENEFITS PRESERVATION PLAN, dated as of January 8, 2024 (“Amendment”), by and between Steel Connect, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a Delaware corporation (the “Rights Agent”).

FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • July 25th, 2017 • CF Industries Holdings, Inc. • Agricultural chemicals • New York

This First Amendment to Tax Benefits Preservation Plan (this “Amendment”), dated as of July 25, 2017 (the “Effective Date”), is by and between CF Industries Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

AMENDMENT TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • November 12th, 2014 • CommunityOne Bancorp • National commercial banks • New York

This Amendment to Tax Benefits Preservation Plan (this “Amendment”) between FNB United Corp., a North Carolina corporation now known as CommunityOne Bancorp (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “Rights Agent”), is effective this 7th day of November, 2014.

TAX BENEFITS PRESERVATION PLAN dated as of December 22, 2022 between CLARIVATE PLC, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent
Tax Benefits Preservation Plan • December 22nd, 2022 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware

TAX BENEFITS PRESERVATION PLAN (this “Tax Benefits Preservation Plan”) dated as of December 22, 2022 between Clarivate Plc, a no par value public limited company formed under the laws of Jersey (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • April 14th, 2017 • Forestar Group Inc. • Real estate • Delaware

THIS AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN (this “Amendment”) is made and entered into as of April 13, 2017, by and between FORESTAR GROUP INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Rights Agent”).

AMENDMENT NO. 2 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • December 4th, 2023 • United Airlines Holdings, Inc. • Air transportation, scheduled • Delaware

This Amendment No. 2 to Tax Benefits Preservation Plan (this “Amendment”) is made and entered into as of December 4, 2023, by and between United Airlines Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”), and amends that certain Tax Benefits Preservation Plan, dated as of December 4, 2020 (as amended as of January 21, 2021, the “Rights Agreement”), by and between the Company and the Rights Agent. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.

UNITED COMMUNITY BANKS, INC. AND ILLINOIS STOCK TRANSFER COMPANY TAX BENEFITS PRESERVATION PLAN DATED AS OF FEBRUARY 22, 2011
Tax Benefits Preservation Plan • February 24th, 2011 • United Community Banks Inc • State commercial banks • Georgia

This Tax Benefits Preservation Plan (this “Plan”), dated as of February 22, 2011 between United Community Banks, Inc., a Georgia corporation (the “Company”), and Illinois Stock Transfer Company, an Illinois corporation (the “Rights Agent”).

Contract
Tax Benefits Preservation Plan • January 8th, 2021 • Steel Connect, Inc. • Services-business services, nec • New York

AMENDMENT TO TAX BENEFITS PRESERVATION PLAN, dated as of January 8, 2021 (“Amendment”), by and between Steel Connect, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).

FIRST AMENDMENT TO THE TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • May 2nd, 2012 • Steel Excel Inc. • Computer communications equipment • Delaware

First Amendment to the Tax Benefits Preservation Plan (this “Amendment”), dated as of May 1, 2012, by and between Steel Excel Inc., a Delaware corporation (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “Rights Agent”).

AMENDMENT NO. 2 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • June 29th, 2017 • Forestar Group Inc. • Real estate • Delaware

THIS AMENDMENT NO. 2 TO TAX BENEFITS PRESERVATION PLAN (this “Amendment”) is made and entered into as of June 29, 2017, by and between FORESTAR GROUP INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the “Rights Agent”).

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AMENDMENT No. 2 to the PORTER BANCORP, INC. TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • May 23rd, 2018 • Porter Bancorp, Inc. • National commercial banks

This is Amendment No. 2 (this “Amendment”) dated as of May 23, 2018, 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”), as amended by Amendment No. 1 dated August 5, 2015.

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • August 31st, 2015 • HomeTrust Bancshares, Inc. • Savings institution, federally chartered • New York

Amendment No. 1, dated as of August 31, 2015 (this “Amendment”), to the Tax Benefits Preservation Plan, dated as of September 25, 2012 (the “Plan”), between HomeTrust Bancshares, Inc., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., as successor rights agent to Registrar and Transfer Company (the “Rights Agent”).

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • September 29th, 2017 • Emcore Corp • Semiconductors & related devices • New Jersey

This AMENDMENT NO.1 TO TAX BENEFITS PRESERVATION PLAN (this "Amendment") is dated as of September 26, 2017 (the "Effective Date") and amends that certain Tax Benefits Preservation Plan, dated as of September 14, 2014 (the "Rights Agreement"), by and between EMCORE Corporation, a New Jersey corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the "Rights Agent"). All capitalized terms used herein, but not defined, shall have the meaning given to such terms in the Rights Agreement.

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • March 5th, 2020 • Meet Group, Inc. • Services-advertising • New York

This AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN, dated as of March 5, 2020 (this “Amendment”), is made and entered into by and between The Meet Group, Inc., a Delaware corporation (the “Company”), and Action Stock Transfer Corporation, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Tax Benefits Plan (as defined below).

SECOND AMENDMENT TO THE TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • June 1st, 2015 • Steel Excel Inc. • Oil & gas field services, nec • Delaware

Second Amendment to the Tax Benefits Preservation Plan (this “Amendment”), dated as of May 28, 2015, by and between Steel Excel Inc., a Delaware corporation (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “Rights Agent”).

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • February 16th, 2024 • Liveperson Inc • Services-prepackaged software

This AMENDMENT NO. 1 (this “Amendment”), dated as of February 16, 2024, to the Tax Benefits Preservation Plan (the “Agreement”), dated as of January 22, 2024, between LivePerson, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (“Equiniti”), is entered into between the Company and Equiniti.

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • March 1st, 2021 • United Airlines, Inc. • Air transportation, scheduled • Delaware

This Amendment No. 1 to Tax Benefits Preservation Plan (this “Amendment”), dated as of January 21, 2021, by and between United Airlines Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”), amends that certain Tax Benefits Preservation Plan, dated as of December 4, 2020, by and between the Company and the Rights Agent (the “Rights Agreement”). All capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.

AMENDMENT TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • April 27th, 2011 • FNB United Corp. • National commercial banks • New York

This Amendment to Tax Benefits Preservation Plan (this “Amendment”) between FNB United Corp., a Delaware corporation (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “Rights Agent”), is effective this 27th day of April, 2011.

SECOND AMENDMENT TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • September 18th, 2023 • CLARIVATE PLC • Services-computer processing & data preparation • Delaware

SECOND AMENDMENT (this “Amendment”), dated as of September 18, 2023, to the Tax Benefits Preservation Agreement (the “Tax Benefits Preservation Plan”), dated as of December 22, 2022, between Clarivate Plc, a no par value public limited company formed under the laws of Jersey (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”), as amended by the First Amendment to Tax Benefits Preservation Plan, dated as of January 6, 2023. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Tax Benefits Preservation Plan.

TAX BENEFITS PRESERVATION PLAN dated as of October 5, 2009 between ENERGY CONVERSION DEVICES, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent
Tax Benefits Preservation Plan • October 5th, 2009 • Energy Conversion Devices Inc • Semiconductors & related devices • Delaware

This TAX BENEFITS PRESERVATION PLAN, dated as of October 5, 2009 (this “Agreement”), is between Energy Conversion Devices, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).

THIRD AMENDMENT TO THE TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • December 10th, 2015 • Steel Excel Inc. • Oil & gas field services, nec • Delaware

Third Amendment to the Tax Benefits Preservation Plan (this “Amendment”), dated as of December 8, 2015, by and between Steel Excel Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”), which is replacing Computershare Trust Company, N.A. (“Computershare”) as rights agent under the Plan (as hereinafter defined).

FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • March 28th, 2018 • Rite Aid Corp • Retail-drug stores and proprietary stores • Delaware

This First Amendment to Tax Benefits Preservation Plan (this “Amendment”), dated as of March 27, 2018 (the “Effective Date”), is by and between Rite Aid Corporation, a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, a company having its principal offices in Philadelphia, Pennsylvania (the “Rights Agent”).

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