Tax Benefits Preservation Plan Sample Contracts

TAX BENEFITS PRESERVATION PLAN by and between EDGIO, INC., as the Company, and EQUINITI TRUST COMPANY, LLC, as the Rights Agent Dated as of June 7, 2024
Tax Benefits Preservation Plan • June 7th, 2024 • Edgio, Inc. • Services-business services, nec • New York

This TAX BENEFITS PRESERVATION PLAN, dated as of June 7, 2024 (this “Agreement”), is made and entered into by and between Edgio, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).

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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”).

SECTION 382 TAX BENEFITS PRESERVATION PLAN by and between OCEAN POWER TECHNOLOGIES, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of June 29, 2023
Tax Benefits Preservation Plan • June 30th, 2023 • Ocean Power Technologies, Inc. • Electric services • Delaware

WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated certain Tax Benefits (as hereinafter defined) for United States federal income tax purposes which the Company views as valuable assets of the Company;

XWELL, INC. and EQUINITI TRUST COMPANY, LLC as Rights Agent Tax Benefits Preservation Plan Dated as of August 16, 2024 TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • August 16th, 2024 • XWELL, Inc. • Services-personal services • Delaware

Tax Benefits Preservation Plan, dated as of August 16, 2024 (this “Plan”), between XWELL, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).

TAX BENEFITS PRESERVATION PLAN dated as of July 6, 2023 between RICEBRAN TECHNOLOGIES, as the Company, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent
Tax Benefits Preservation Plan • July 6th, 2023 • RiceBran Technologies • Grain mill products • New York

This TAX BENEFITS PRESERVATION PLAN, dated as of July 6, 2023, (this “Agreement”), is made and entered into by and between RiceBran Technologies, a California corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, 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”).

ICO GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
Tax Benefits Preservation Plan • September 5th, 2020 • New York

TAX BENEFITS PRESERVATION PLAN, dated as of January 29, 2010 (the “Plan”), between ICO Global Communications (Holdings) Limited, a Delaware corporation (the “Company”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability 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”).

AMENDMENT No. 5 to the LIMESTONE BANCORP, INC. TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • October 25th, 2022 • Limestone Bancorp, Inc. • National commercial banks

This is Amendment No. 5 (this “Amendment”) dated as of October 24, 2022, to the TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (the “Plan”), between Limestone 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 thereto dated August 5, 2015, Amendment No. 2 thereto dated May 23, 2018, Amendment No. 3 thereto dated November 25, 2019, and Amendment No. 4 thereto dated May 19, 2021 (as so amended, the “Plan”).

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”).

AMENDMENT NO. 1 TO THE TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • June 3rd, 2021 • Moneygram International Inc • Services-business services, nec • Delaware

This AMENDMENT NO. 1 TO THE TAX BENEFITS PRESERVATION PLAN (this “Amendment”) is dated as of June 3, 2021 (the “Effective Date”) and amends the Tax Benefits Preservation Plan, dated as of July 28, 2020 (the “Rights Agreement”), by and between MoneyGram International, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

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. 4 to the LIMESTONE BANCORP, INC. TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • May 19th, 2021 • Limestone Bancorp, Inc. • National commercial banks

This is Amendment No. 4 (this “Amendment”) dated as of May 19, 2021, to the TAX BENEFITS PRESERVATION PLAN dated as of June 25, 2015 (the “Plan”), between Limestone 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 thereto dated August 5, 2015, Amendment No. 2 thereto dated May 23, 2018, and Amendment No. 3 thereto dated November 25, 2019 (as so amended, the “Plan”).

AMENDMENT TO THE CENTRAL PACIFIC FINANCIAL CORP. AND WELLS FARGO BANK, NATIONAL ASSOCIATION TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • January 31st, 2014 • Central Pacific Financial Corp • State commercial banks • Hawaii

Pursuant to Section 27 of the Tax Benefits Preservation Plan, dated November 23, 2010 (the “Plan”) by and between Central Pacific Financial Corp., a Hawaii corporation (the “Company”) and Wells Fargo Bank, National Association, a national banking association (the “Rights Agent”), the Company hereby amends the Plan, effective as of the date set forth below and as set forth herein (this “Amendment”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

AMENDMENT NO. 3 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • April 23rd, 2024 • Delaware

This Amendment No. 3 to Tax Benefits Preservation Plan (this “Amendment”) is made and entered into as of April 22, 2024, 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 and December 4, 2023, 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.

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.

SECOND AMENDMENT TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • June 20th, 2023 • Sandridge Energy Inc • Crude petroleum & natural gas

This SECOND AMENDMENT TO Tax Benefits Preservation Plan, dated as of June 20, 2023 (and effective as of 12:01 A.M., New York City time, on such date) (this “Amendment”), is made and entered into by and between SandRidge Energy, 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”). Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Tax Benefits Preservation Plan (as defined below).

AMENDMENT
Tax Benefits Preservation Plan • June 28th, 2019 • Seachange International Inc • Radio & tv broadcasting & communications equipment • New York

This Amendment, dated as of June 28, 2019 (this “Amendment”), by and between SeaChange International, Inc. (the “Company”) and Computershare Inc., as Rights Agent (the “Rights Agent”), amends that certain Tax Benefits Preservation Plan, dated as of March 4, 2019 (the “Agreement”), by and between the Company and the Rights Agent.

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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”).

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AMENDMENT No. 3 to the LIMESTONE BANCORP, INC. TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • November 27th, 2019 • Limestone Bancorp, Inc. • National commercial banks • Kentucky

This is Amendment No. 3 to the Limestone Bancorp, Inc. Tax Benefits Preservation Plan (this “Amendment”) between Limestone Bancorp, Inc. (formerly known as Porter Bancorp, Inc.), a Kentucky corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), is dated and effective as of November 25, 2019.

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • November 22nd, 2021 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • Delaware

This Amendment No. 1 (this “Amendment”) to Tax Benefits Preservation Plan (the “Preservation Plan”), dated as of June 7, 2012, by and between Vonage Holdings Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (“Rights Agent”), is entered into as of November 22, 2021, by and between the Company and Rights Agent. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Preservation Plan.

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.

TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • June 7th, 2024 • New York

This TAX BENEFITS PRESERVATION PLAN, dated as of June 7, 2024 (this “Agreement”), is made and entered into by and between Edgio, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).

AMENDMENT NO. 1 TO TAX BENEFITS PRESERVATION PLAN
Tax Benefits Preservation Plan • January 26th, 2023 • Barnwell Industries Inc • Crude petroleum & natural gas • Delaware

This Amendment No. 1, dated as of January 25, 2023 (this “Amendment”), to the Tax Benefits Preservation Plan is made by and between Barnwell Industries, Inc. (the “Company”) and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (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”).

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”).

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