ACCESS INTEGRATED TECHNOLOGIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent TAX BENEFIT PRESERVATION PLAN Dated as of August 10, 2009Tax Benefit Preservation Plan • August 12th, 2009 • Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp. • Services-business services, nec • Delaware
the Company. A Tax Benefit Preservation Plan with a 4.99% "trigger" threshold is intended to act as a deterrent to any person acquiring 4.99% or more of the outstanding shares of Common Stock without the approval of the Board of Directors. This would protect the Company's NOL asset because changes in ownership by a person owning less than 4.99% of the Common Stock are not included in the calculation of "ownership change" for purposes of Section 382 of the Code.
