0001145443-12-000026 Sample Contracts

AMENDMENT NO. 2 TO PREFERRED STOCK RIGHTS AGREEMENT
Preferred Stock Rights Agreement • January 10th, 2012 • Copart Inc • Retail-auto dealers & gasoline stations

This Amendment to Preferred Stock Rights Agreement (this “Amendment No. 2”) is entered into as of this 10th day of January, 2012 by and between Copart, Inc., a California corporation (“CPRT California”), and Computershare Trust Company, N.A. (formerly Equiserve Trust Company, N.A.) (the “Rights Agent”).

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