EX-4.1





 Exhibit 4.1 

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 

Amendment No. 1, dated as of May 20, 2020 (this “Amendment”), to Rights Agreement, dated as of January 27,
2020 (the “Rights Agreement”), between Avis Budget Group, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (the “Rights Agent”). 

WITNESSETH 
 WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company, acting at the direction of the Board of Directors, or a duly authorized committee of the Board of Directors, may from time to time, and the Rights Agent shall if the Company so
directs in writing, supplement or amend the Rights Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, make any change to or delete any provision thereof or to adopt any other provisions with respect
to the Rights which the Company may deem necessary or desirable; provided, that, from and after such time as any Person becomes an Acquiring Person, the Rights Agreement shall not be amended or supplemented in any manner which would adversely
affect the interests of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates); and 
 WHEREAS, the
parties hereto desire to amend the Rights Agreement to advance the Final Expiration Date of the Rights to May 22, 2020. 
 NOW,
THEREFORE, the parties hereto agree as follows: 
 1.    The definition of “Final Expiration Date” set forth
in Section 1.21 of the Rights Agreement is hereby amended and restated in its entirety as follows: 
 “Final Expiration
Date” means the Close of Business on May 22, 2020. 
 2.    Exhibit B to the Rights Agreement shall be
deemed amended in a manner consistent with this Amendment. 
 3.    Capitalized terms used without other definition in
this Amendment are used as defined in the Rights Agreement. 
 4.    This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, that all
provisions regarding the rights, duties, liabilities and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the
State of New York. 
 5.    The Rights Agreement will not otherwise be supplemented or amended by virtue of this
Amendment, but will remain in full force and effect. 












 6.    This Amendment may be executed in any number of counterparts, and
each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have
the same authority, effect and enforceability as an original signature. 
 7.    This Amendment shall be effective as of
the date first written above and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby. 

8.    The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or
her capacity as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement, and such certification shall be deemed a certificate which complies with
Section 20.2 of the Rights Agreement. 
 9.    By its execution and delivery hereof, the Company directs the Rights
Agent to execute this Amendment. 
 [Signature Page Follows] 

  
 2 













 IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights
Agent as of the date first written above. 
  

			
	Avis Budget Group, Inc.
		
	By:	 	 /s/ Jean M. Sera

	Name:	 	Jean M. Sera
	Title:	 	Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary


 [Signature Page to Amendment No. 1 to Rights Agreement] 












 
			
	Computershare Inc.
		
	By:	 	 /s/ Joe Varca

	Name:	 	Joe Varca
	Title:	 	V.P. Relationship Management


 [Signature Page to Amendment No. 1 to Rights Agreement]