0001193125-16-521946 Sample Contracts

AMENDMENT NO. 2 TO THE STOCKHOLDER PROTECTION RIGHTS AGREEMENT
Stockholder Protection Rights Agreement • March 30th, 2016 • Express, Inc. • Retail-apparel & accessory stores

Amendment No. 2, dated March 29, 2016 (this “Amendment”), to the Stockholder Protection Rights Agreement, dated June 12, 2014, and as amended on June 10, 2015 (the “Rights Agreement”), by and between Express, Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

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