EX-4.1





 Exhibit 4.1 

EXECUTION COPY 
  

 
  

TAX ASSET PROTECTION PLAN 
 dated
as of 
 September 12, 2019 

between 
 EASTMAN KODAK COMPANY

 and 
 COMPUTERSHARE TRUST
COMPANY, N.A. 
 as Rights Agent 
  

 
  












 TAX ASSET PROTECTION PLAN 

Table of Contents 
  

							
	 	  	 	  	Page	 
	ARTICLE I	  

	
	DEFINITIONS	  

			
	 1.1
	  	 Definitions
	  	 	2	 
	
	ARTICLE II	  

	
	THE RIGHTS	  

			
	 2.1
	  	 Information Statement
	  	 	11	 
	 2.2
	  	 Legend
	  	 	11	 
	 2.3
	  	 Exercise of Rights; Separation of Rights
	  	 	12	 
	 2.4
	  	 Adjustments to Exercise Price; Number of Rights
	  	 	17	 
	 2.5
	  	 Date on Which Exercise is Effective
	  	 	19	 
	 2.6
	  	 Execution, Authentication, Delivery and Dating of Rights Certificates
	  	 	19	 
	 2.7
	  	 Registration, Registration of Transfer and Exchange
	  	 	21	 
	 2.8
	  	 Mutilated, Destroyed, Lost and Stolen Rights Certificates
	  	 	22	 
	 2.9
	  	 Persons Deemed Owners
	  	 	23	 
	 2.10
	  	 Delivery and Cancellation of Certificates
	  	 	24	 
	 2.11
	  	 Agreement of Rights Holders
	  	 	25	 
	
	ARTICLE III	  

	
	ADJUSTMENTS TO THE RIGHTS IN	  

	THE EVENT OF CERTAIN TRANSACTIONS	  

			
	 3.1
	  	 Flip-in
	  	 	26	 
	
	ARTICLE IV	  

	
	THE RIGHTS AGENT	  

			
	 4.1
	  	 General
	  	 	33	 
	 4.2
	  	 Merger or Consolidation or Change of Name of Rights Agent
	  	 	34	 
	 4.3
	  	 Duties of Rights Agent
	  	 	35	 
	 4.4
	  	 Change of Rights Agent
	  	 	41	 


  
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	 ARTICLE V 
	  

	
	MISCELLANEOUS	  

			
	 5.1
	  	 Redemption
	  	 	43	 
	 5.2
	  	 Expiration
	  	 	43	 
	 5.3
	  	 Process to Seek Exemption
	  	 	44	 
	 5.4
	  	 Issuance of New Rights Certificates
	  	 	46	 
	 5.5
	  	 Supplements and Amendments
	  	 	47	 
	 5.6
	  	 Fractional Shares
	  	 	47	 
	 5.7
	  	 Holder of Rights Not Deemed a Shareholder
	  	 	48	 
	 5.8
	  	 Notices
	  	 	48	 
	 5.9
	  	 Suspension of Exercisability or Exchangeability
	  	 	49	 
	 5.10
	  	 Successors
	  	 	50	 
	 5.11
	  	 Benefits of this Plan
	  	 	50	 
	 5.12
	  	 Determination and Actions by the Board of Directors, etc
	  	 	50	 
	 5.13
	  	 Descriptive Headings; Section References
	  	 	51	 
	 5.14
	  	 GOVERNING LAW; EXCLUSIVE JURISDICTION
	  	 	51	 
	 5.15
	  	 Counterparts
	  	 	53	 
	 5.16
	  	 Severability
	  	 	53	 
	 5.17
	  	 Customer Identification Program
	  	 	54	 
	 5.18
	  	 Withholding
	  	 	54	 

  

							
	EXHIBITS	 
		
	Exhibit A	  	Form of Rights Certificate (together with Form of Election to Exercise)	  

	Exhibit B	  	Form of Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company	  			


  
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 TAX ASSET PROTECTION PLAN 

TAX ASSET PROTECTION PLAN (as amended from time to time, this “Plan”), dated as of September 12, 2019, between Eastman Kodak
Company, a New Jersey corporation (including any successor hereunder, the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”, which term shall include any
successor Rights Agent hereunder). 
 WITNESSETH: 

WHEREAS, (a) the Company and certain of its Subsidiaries (as defined below) have certain net operating losses and certain other tax
attributes (collectively, “NOLs”) for United States federal income tax purposes; (b) the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended
(the “Code”), and thereby preserve the Company’s ability to utilize such NOLs, and (c) in furtherance of such objective, the Company desires to enter into this Plan; 

WHEREAS, the a special committee of the Board of Directors of the Company (the “Board of Directors”) authorized to take all actions
with respect to this Plan has (a) authorized and declared a dividend, subject to the execution of this Plan, of one right (“Right”) in respect of each share of Common Stock (as hereinafter defined) held of record as of the Close of
Business (as hereinafter defined) on September 12, 2019 (the “Record Time”) payable in respect of each such share upon certification by the New York Stock Exchange (the “NYSE”) to the Securities and Exchange Commission
that the Rights have been approved for listing and registration (the “Payment Time”) and (b) as 












 
provided in Section 2.4, authorized the issuance of one Right in respect of each share of Common Stock issued after the Record Time and prior to the Separation Time (as hereinafter defined)
and, to the extent provided in Section 5.4, each share of Common Stock issued after the Separation Time; 
 WHEREAS, subject to the
terms and conditions hereof, each Right entitles the holder thereof, at or after the Separation Time, to purchase securities or assets of the Company pursuant to the terms and subject to the conditions set forth herein; 

WHEREAS, the holders of a majority of the Common Stock and of the Series A Preferred Stock (as hereinafter defined) have signed written
consents to the adoption of the Plan (the “Consent Approval”); and 
 WHEREAS, the Company desires to appoint the Rights Agent to
act on behalf of the Company, and the Rights Agent is willing so to act, in connection with the issuance, transfer and exchange of Rights Certificates (as hereinafter defined), the exercise of Rights and other matters referred to herein; 

NOW THEREFORE, in consideration of the premises and the respective agreements set forth herein, the parties hereby agree as follows: 

ARTICLE I 
 DEFINITIONS 

1.1    Definitions. For purposes of this Plan, the following terms have the meanings indicated: 

“Acquiring Person” shall mean any Person who is or becomes the Beneficial Owner of 10% or more of the outstanding Common Stock at
any time after the first public announcement that this Plan has been adopted; provided, however, that the term “Acquiring Person” shall not include any Person: 

(i) who is the Beneficial Owner of 10% or more of the outstanding 

  
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Common Stock at the time of the first public announcement of the adoption of this Plan and who continuously thereafter is the Beneficial Owner of 10% or more of the outstanding Common Stock (an
“Existing Holder”), until such time thereafter as such Person acquires Beneficial Ownership, other than by means of a stock dividend, stock split or reclassification, of additional Common Stock that, in the aggregate, amount to more than
1,000,000 shares of Common Stock; 
 (ii) who becomes the Beneficial Owner of 10% or more of the outstanding Common Stock after the time of
the first public announcement of the adoption of this Plan, solely as a result of (A) an acquisition by the Company of Common Stock or (B) an acquisition directly from the Company in a transaction which duly authorized officers of the
Company have determined will not result in the creation of an Acquiring Person under the Plan, until, in each case, such time thereafter as such Person becomes the Beneficial Owner (other than by means of a stock dividend, stock split or
reclassification) of additional Common Stock; 
 (iii) determined by the Board of Directors, in its sole discretion and with no obligation
to make such determination, to not be an Acquiring Person because such Person became the Beneficial Owner of 10% or more of the outstanding Common Stock without understanding the effect of such ownership on the Company or under this Plan, provided
that in such event such Person must promptly divest, or promptly enter into an agreement with, and satisfactory to, the Board of Directors, in the Board of Directors’ 

  
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sole discretion, to divest, and subsequently divest in accordance with the terms of such agreement (without exercising or retaining any power, including voting power, with respect to such
shares), sufficient shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) so that such Person ceases to be the Beneficial Owner of 10% or more of the outstanding Common Stock; or 

(iv) determined by the Board of Directors to be an “Exempt Person” in accordance with Section 5.3 for so long as such person
complies with any limitations or conditions required by the Board of Directors in making such determination. 
 In addition, the Company,
any Subsidiary of the Company and any employee stock ownership or other employee benefit plan of the Company or a Subsidiary of the Company (or any entity or trustee holding Common Stock for or pursuant to the terms of any such plan or for the
purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company) shall not be an Acquiring Person. For all purposes of this Plan, any calculation of the number of shares of Common
Stock outstanding at any particular time, for purposes of determining the particular percentage of such outstanding Common Stock of which any Person is the Beneficial Owner, shall be made pursuant to and in accordance with Section 382 of the
Code and the Treasury Regulations, and the determination of the Board of Directors, with the advice of counsel, shall be final. 

“Affiliate” shall have the meaning ascribed to such terms in Rule 12b-2 under the
Exchange Act, as such Rule is in effect on the date of this Plan and to the extent not included within the foregoing, will also include, with respect to any Person, any other Person (other than an Exempt Person) whose Common Stock would be
deemed owned constructively or indirectly by, or otherwise aggregated with, such first Person pursuant to the provisions of Section 382 of the Code and the Treasury Regulations. 

  
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 A Person shall be deemed the “Beneficial Owner”, and to have “Beneficial
Ownership” of, and to “Beneficially Own”, any securities (i) which such Person is considered to own under general federal income tax principles for purposes of Section 382 of the Code and the Treasury Regulations,
(ii) which such Person would be deemed to indirectly or constructively own for purposes of Section 382 of the Code and the Treasury Regulations or (iii) which any other Person Beneficially Owns, but only if such Person and such other
Person are part of the same group of Persons that, with respect to such security, are treated as one “entity” as defined under Treasury Regulation 1.382-3(a)(1). 

“Board of Directors” shall have the meaning set forth in the Recitals and includes any duly authorized committee thereof. 

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which banking institutions in New York, New York are
generally authorized or obligated by law or executive order to close. 
 “Close of Business” on any given date shall mean 5:00
p.m. New York City time on such date or, if such date is not a Business Day, 5:00 p.m. New York City time on the next succeeding Business Day. 

“Common Stock” shall mean the shares of Common Stock, par value $0.01 per share, of the Company. 

“Company” shall have the meaning set forth in the preamble. 

“Consent Approval” shall have the meaning set forth in the recitals. 

  
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 “Customer Identification Program” shall have the meaning set forth in
Section 5.17. 
 “Election to Exercise” shall have the meaning set forth in Section 2.3(d). 

“Exemption Request” shall have the meaning set forth in Section 5.3. 

“Excess Shares” shall have the meaning set forth in Section 3.1(a). 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 

“Exchange Ratio” shall have the meaning set forth in Section 3.1(c). 

“Exchange Time” shall mean the time at which the right to exercise the Rights shall terminate pursuant to Section 3.1(c). 

“Exercise Price” shall mean, as of any date, the price at which a holder may purchase the securities issuable upon exercise of one
whole Right. Until adjustment thereof in accordance with the terms hereof, the Exercise Price shall equal $10.00. 
 “Expansion
Factor” shall have the meaning set forth in Section 2.4(a). 
 “Expiration Time” shall mean the earliest of (i) the
Exchange Time, (ii) the Redemption Time, (iii) the Close of Business on November 15, 2019, provided in the event there is an Acquiring Person as of such date the Board of Directors may, in its sole discretion, determine to extend the
Expiration Time for such period as shall be necessary or desirable to permit the exercise or exchange of the Rights, and (iv) the time at which the Board of Directors determines, in its sole discretion, that the NOLs are utilized in all
material respects or no longer available in any material respect under Section 382 of the Code or any applicable state law or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the
time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any particular time period, for applicable tax purposes. 

  
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 “Flip-in Date” shall mean any Stock
Acquisition Date or such later date as the Board of Directors may from time to time fix by resolution adopted prior to the Flip-in Date that would otherwise have occurred. 

“Information Statement” shall mean that information statement mailed to shareholders of the Company with respect to the Consent
Approval. 
 “Market Price” per share of any securities on any date shall mean the average of the daily closing prices per share
of such securities (determined as described below) on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if any event described in Section 2.4, or
any analogous event, shall have caused the closing prices used to determine the Market Price on any Trading Days during such period of 20 Trading Days not to be fully comparable with the closing price on such date, each such closing price so used
shall be appropriately adjusted by the Board of Directors in order to make it fully comparable with the closing price on such date. The closing price per share of any securities on any date shall be the last reported sale price, regular way, or, in
case no such sale takes place or is quoted on such date, the average of the closing bid and asked prices, regular way, for each share of such securities, in either case as reported in the principal consolidated transaction reporting system with
respect to securities listed on the NYSE or, if the securities are not listed on the NYSE, as reported on NASDAQ or, if the securities are not listed on NASDAQ , as reported in the principal consolidated


  
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transaction reporting system with respect to the principal national securities exchange on which the securities are listed or admitted to trading or, if the securities are not listed or admitted
to trading on any national securities exchange, as reported by such other quotation system then in use or, if on any such date the securities are not listed or admitted to trading on any national securities exchange or quoted by any such quotation
system, the average of the closing bid and asked prices in the over-the-counter market as furnished by a professional market maker making a market in the securities
selected by the Board of Directors; provided, however, that if on any such date the securities are not listed or admitted to trading on a national securities exchange or traded in the over-the-counter market, the closing price per share of such securities on such date shall mean the fair value per share of such securities on such date as determined in good faith by the Board of Directors,
after consultation with a nationally recognized investment banking firm, and set forth in a certificate delivered to the Rights Agent. 

“NOLs” shall have the meaning set forth in the Recitals. 

“NYSE” shall have the meaning set forth in the Recitals. 

“Payment Time” shall have the meaning set forth in the Recitals. 

“Person” shall mean any individual, firm, partnership, limited liability company, trust, association, limited liability partnership,
corporation or other “entity” within the meaning of Treasury Regulation Section 1.382-3(a)(1)(i) and shall include any successor (by merger or otherwise) of any such entity. 

“Plan” shall have the meaning set forth in the Preamble. 

“Preferred Stock” shall mean the series of Participating Preferred Stock, par value $0.00 per share, of the Company created by a
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company in substantially the form set forth in Exhibit B hereto appropriately completed. 

  
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 “Record Time” shall have the meaning set forth in the Recitals. 

“Redemption Price” shall mean an amount equal to one tenth of one cent, $0.001. 

“Redemption Time” shall mean the time at which the right to exercise the Rights shall terminate pursuant to Section 5.1. 

“Requesting Person” shall have the meaning set forth in Section 5.3. 

“Right” shall have the meaning set forth in the Recitals. 

“Rights Agent” shall have the meaning set forth in the Preamble. 

“Rights Certificate” shall have the meaning set forth in Section 2.3(c). 

“Rights Register” shall have the meaning set forth in Section 2.7(a). 

“Separation Time” shall mean the next Business Day following the earlier of (i) the tenth Business Day (or such later date as
the Board of Directors may from time to time fix by resolution adopted prior to the Separation Time that otherwise would have occurred) after the date on which any Person commences a tender or exchange offer that, if consummated, would result in
such Person becoming an Acquiring Person and (ii) the Flip-in Date; provided, that if the foregoing results in the Separation Time being prior to the Record Time, the Separation Time shall be the
Record Time and provided further, that if any tender or exchange offer referenced in clause (i) of this paragraph is cancelled, terminated or otherwise withdrawn prior to the Separation Time without the purchase of any shares of
Common Stock pursuant thereto, such offer shall be deemed, for purposes of this paragraph, never to have been made. 

  
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 “Series A Preferred Stock” shall mean the 5.50% Convertible Series A Preferred
Stock established by a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, dated November 14, 2016. 

“Stock Acquisition Date” shall mean the first date on which there shall be a public announcement by the Company (by any means) that
a Person has become an Acquiring Person, which announcement makes express reference to such status as an Acquiring Person pursuant to this Plan. 

“Subsidiary” of any specified Person shall mean any corporation or other entity of which a majority of the voting power of the
equity securities or a majority of the equity or membership interest is Beneficially Owned, directly or indirectly, by such Person. 

“Trading Day,” when used with respect to any securities, shall mean a day on which the NYSE is open for the transaction of business
or, if such securities are not listed or admitted to trading on the NYSE, a day on which the principal national securities exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if such
securities are not listed or admitted to trading on any national securities exchange, a Business Day. 
 “Trading Regulation”
shall have the meaning set forth in Section 2.3(c). 
 “Treasury Regulations” means any Treasury Regulations promulgated
under the Code, including any amendments thereto. 
 “Trust” shall have the meaning set forth in Section 3.1(c). 

“Trust Agreement” shall have the meaning set forth in Section 3.1(c). 

“Vice President,” when used with respect to the Company, means any vice president, whether or not designated by a number or a word
or words added before or after the title “vice president.” 

  
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 ARTICLE II 

THE RIGHTS 

2.1    Information Statement. As soon as practicable after the Record Time, the Company will mail the Information
Statement to those holders of record of Common Stock as of the Record Time who have not already received the Information Statement, at such holder’s address as shown by the records of the Company. 

2.2    Legend. Certificates for the Common Stock or, if a certificate has not been issued, the registration of the
Common Stock on the stock transfer books of the Company, issued on or after the Record Time but prior to the Separation Time, shall evidence one Right for each share of Common Stock represented thereby and the Company shall mail to every Person that
acquires Common Stock after the Payment Time, but prior to the Separation Time, either certificates for such Common Stock or a confirmation of the registration of such Common Stock on the stock transfer books of the Company, which certificates or
confirmation shall have impressed on, printed on, written on or otherwise affixed to them a legend substantially in the following form: 

Until the Separation Time (as defined in the Plan referred to below), this also evidences and entitles the holder hereof to certain Rights as
set forth in a Tax Asset Protection Plan, dated as of September 12, 2019 (as such may be amended from time to time, the “Plan”), between Eastman Kodak Company (the “Company”) and Computershare Trust Company, N.A. (together
with any successor rights agent, the “Rights Agent”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company.


  
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Under certain circumstances, as set forth in the Plan, such Rights may be redeemed, may become exercisable for securities or assets of the Company, may be exchanged for shares of Common Stock or
other securities or assets of the Company, may expire, may become null and void (including if they are “Beneficially Owned” by an “Acquiring Person” or an “Affiliate” thereof, as such terms are defined in the Plan, or
by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced hereby. The Company will mail or arrange for the mailing of a copy of the Plan to the holder hereof without charge after the
receipt of a written request therefor. 
 Certificates representing shares of Common Stock that are issued and outstanding at the Payment
Time (or confirmation of the registration of the Common Stock on the stock transfer books with respect to uncertificated shares) shall, together with the Information Statement, evidence one Right for each share of Common Stock evidenced thereby
notwithstanding the absence of the foregoing legend. The Company shall mail or arrange for the mailing of a copy of this Plan to any Person that holds Common Stock, as evidenced by the registration of the Common Stock in the name of such Person on
the stock transfer books of the Company, without charge, after the receipt of a written request therefor. 

2.3    Exercise of Rights; Separation of Rights. (a) Subject to Sections 3.1, 5.1 and 5.9 and subject to
adjustment as herein set forth, each Right will entitle the holder thereof, at or after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-thousandth of a share
of Preferred Stock. 
 (b)    Until the Separation Time, (i) no Right may be exercised and (ii) each Right
will be evidenced by the certificate for the associated share of Common Stock (or if the Common Stock shall be uncertificated, by the registration of the associated Common Stock on the stock transfer books of the Company and any confirmation thereof
provided for in Section 2.2), together, in the case of shares acquired prior to the Payment Time, with the Information Statement, and will be transferable only together with, and will be transferred by a transfer (whether with or without such
Information Statement or confirmation) of, such associated share. 

  
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 (c)    Subject to the terms and conditions hereof, at or after the
Separation Time and prior to the Expiration Time, (i) the Rights may be exercised pursuant to Section 2.3(d) below, (ii) the Rights will be transferred independent of shares of Common Stock and (iii) the Rights Agent will
promptly, if requested by the Company and provided with all necessary information, will mail to each holder of record of Common Stock (provided that the Board of Directors has not elected to exchange all of the then outstanding Rights pursuant to
Section 3.1(c)) as of the Separation Time (other than any Person whose Rights have become null and void pursuant to Section 3.1(b)), at such holder’s address as shown by the records of the Company (the Company hereby agreeing to
furnish, or cause to be furnished by the transfer agent or registrar for the Common Stock, copies of such records to the Rights Agent for this purpose), (x) a certificate (a “Rights Certificate”) in substantially the form of
Exhibit A hereto appropriately completed, representing the number of Rights held by such holder at the Separation Time and having such marks of identification or designation and such legends, summaries or endorsements printed thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of this Plan and as do not affect the rights, liabilities, responsibilities or duties of the Rights Agent, or as may be required to comply with any law, rule or regulation
or with any rule or regulation of any national securities exchange or quotation system on which the Rights may from time to time be listed or traded (“Trading Regulation”), or to conform to usage, and (y) a disclosure statement
describing the Rights. 

  
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Receipt of a Rights Certificate by any Person shall not preclude a later determination that such Rights are null and void pursuant to Section 3.1(b). The Company may implement such
procedures as it deems appropriate, in its sole discretion, to minimize the possibility that Rights are received by Persons with respect to whom Rights would be null and void under Section 3.1(b). 

(d)    Subject to the terms and conditions hereof, Rights may be exercised on any Business Day at or after the Separation
Time and prior to the Expiration Time by submitting to the Rights Agent the Rights Certificate evidencing such Rights with an Election to Exercise (an “Election to Exercise”) substantially in the form attached to the Rights Certificate
duly executed and properly completed, accompanied by payment in cash, or by certified or official bank check or money order payable to the order of the Company, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised
and a sum sufficient to cover any tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates (or, if uncertificated, the registration on the
stock transfer books of the Company) for shares or depositary receipts (or both) in a name other than that of the holder of the Rights being exercised. 

(e)    Upon receipt of a Rights Certificate, with a properly completed and duly executed Election to Exercise accompanied
by payment as set forth in Section 2.3(d), and subject to the terms and conditions hereof, the Rights Agent will thereupon promptly (i)(A) requisition from a transfer agent stock certificates evidencing such number of shares or other securities
to be purchased or, in the case of uncertificated shares or other securities, requisition from a transfer agent a notice setting forth such 

  
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number of shares or other securities to be purchased for which registration will be made on the stock transfer books of the Company (the Company hereby irrevocably authorizing its transfer agents
to comply with all such requisitions), and (B) if the Company elects pursuant to Section 5.6 not to issue certificates (or effect registrations on the stock transfer books of the Company) representing fractional shares, requisition from
the depositary selected by the Company depositary receipts representing the fractional shares to be purchased (the Company hereby irrevocably authorizes each such depositary agent to comply with such requisitions) or, when necessary to comply with
this Plan, requisition from the Company the amount of cash to be paid in lieu of fractional shares in accordance with Section 5.6 and (ii) after receipt of such certificates, depositary receipts, notices and/or, when necessary to comply
with this Plan, cash, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered (in the case of certificates, depositary receipts or notices) in such name or names as may be designated by
such holder. 
 (f)    In case the holder of any Rights shall exercise less than all of the Rights evidenced by such
holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns. 

(g)    The Company covenants and agrees that it will (i) take all such action as may be necessary to ensure that all
shares delivered (or evidenced by registration on the stock transfer books of the Company) upon exercise of Rights shall, at the time of delivery of the certificates (or registration) for such shares (subject to payment of the Exercise Price), be
duly and validly authorized, executed, issued and delivered (or 

  
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registered) and fully paid and non-assessable; (ii) take all such action as may be necessary to comply with any applicable requirements of the
Securities Act of 1933, as amended from time to time, or the Exchange Act, and the rules and regulations thereunder, and any other applicable law, rule or regulation, in connection with the issuance of any shares upon exercise of Rights; and
(iii) pay when due and payable any and all federal and state taxes and charges that may be payable in respect of the original issuance or delivery of the Rights Certificates or of any shares issued upon the exercise of Rights, provided,
that the Company shall not be required to pay any tax or charge that may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates (or the registration) for shares
in a name other than that of the holder of the Rights being transferred or exercised. 
 (h)    Notwithstanding anything
in this Plan to the contrary, neither the Rights Agent nor the Company shall be obligated to undertake any action with respect to the exercise or assignment of a Rights Certificate unless the registered holder of such Rights Certificate shall have
(i) properly completed and duly signed the certificate following the form of assignment or the form of Election to Exercise, as applicable, set forth on the reverse side of the Rights Certificate surrendered for such exercise or assignment,
(ii) provided a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association and such additional evidence of the identity of the Beneficial Owner (or
former Beneficial Owner) thereof and of the Rights evidenced thereby, and the Affiliates of such Beneficial Owner or former Beneficial Owner, as the Company or the Rights Agent may reasonably request and (iii) paid a sum sufficient to cover any
tax or charge that may be imposed as required under Section 2.3(d). 

  
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 2.4    Adjustments to Exercise Price; Number of Rights.
(a) In the event the Company shall at any time after the Record Time and prior to the Separation Time (i) declare or pay a dividend on Common Stock payable in Common Stock, (ii) subdivide the outstanding Common Stock or
(iii) combine the outstanding Common Stock into a smaller number of shares of Common Stock, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided
by the number of shares of Common Stock including any fractional shares in lieu of which such holder received cash (the “Expansion Factor”) that a holder of one share of Common Stock immediately prior to such dividend, subdivision or
combination would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Expansion Factor, and the adjusted number of Rights will be deemed to be distributed among the
shares of Common Stock with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision or combination, so that each such share of Common Stock will have exactly
one Right associated with it. Each adjustment made pursuant to this paragraph shall be made as of the payment or effective date for the applicable dividend, subdivision or combination. 

In the event that the Company shall at any time after the Record Time and prior to the Separation Time issue any shares of Common Stock
otherwise than in a transaction referenced in the preceding paragraph, each such share of Common Stock so issued shall automatically have one new Right associated with it, which Right shall be 

  
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evidenced by the certificate representing such share (or, if the Common Stock shall be uncertificated, such Right shall be evidenced by the registration of such Common Stock on the stock transfer
books of the Company and the confirmation thereof provided for in Section 2.2). Rights shall be issued by the Company in respect of shares of Common Stock that are issued or sold by the Company after the Separation Time only to the extent
provided in Section 5.4. 
 (b)    In the event that the Company shall at any time after the Record Time and prior
to the Separation Time issue or distribute any securities or assets in respect of, in lieu of or in exchange for Common Stock (other than pursuant to any non-extraordinary periodic cash dividend or a dividend
paid solely in Common Stock) whether by dividend, in a reclassification or recapitalization (including any such transaction involving a merger, consolidation or statutory share exchange), or otherwise, the Company shall make such adjustments, if
any, in the Exercise Price, number of Rights and/or securities or other property purchasable upon exercise of Rights as the Board of Directors, in its sole discretion, may deem to be appropriate under the circumstances, and the Company and the
Rights Agent shall amend this Plan as necessary to provide for such adjustments. 
 (c)    Each adjustment to the
Exercise Price made pursuant to this Section 2.4 shall be calculated to the nearest one cent. Whenever an adjustment to the Exercise Price is made pursuant to this Section 2.4, the Company shall (i) promptly prepare a certificate
setting forth such adjustment and a brief statement of the facts accounting for such adjustment and (ii) promptly file with the Rights Agent and with each transfer agent for the Common Stock a copy of such certificate.


  
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The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall
not be deemed to have knowledge of, any adjustment or any such event unless and until it shall have received such a certificate. 

(d)    Rights Certificates shall represent the right to purchase the securities purchasable under the terms of this Plan,
including any adjustment or change in the securities purchasable upon exercise of the Rights, even though such certificates may continue to express the securities purchasable at the time of issuance of the initial Rights Certificates. 

2.5    Date on Which Exercise is Effective. Each Person in whose name any certificate for shares is issued (or
registration on the stock transfer books is effected) upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares represented thereby at the Close of Business on the Business Day upon which the
Rights Certificate evidencing such Rights was duly surrendered and payment of the Exercise Price for such Rights (and any applicable taxes and other charges payable by the exercising holder hereunder) was made; provided, however, that
if the date of such surrender and payment is a date upon which the stock transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate (or registration) shall be dated,
the next succeeding Business Day on which the stock transfer books of the Company are open. 
 2.6    Execution,
Authentication, Delivery and Dating of Rights Certificates. (a) The Rights Certificates shall be executed on behalf of the Company by its Executive Chairman or one of its Vice Presidents and by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Rights Certificates may be manual or facsimile. 

  
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 Rights Certificates bearing the manual or facsimile signatures of individuals who were at
any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates. 

Promptly after the Separation Time, the Company will notify the Rights Agent in writing of such Separation Time (and if such notification is
given orally, the Company shall confirm the same in writing on or prior to the Business Day next following) and will deliver Rights Certificates executed by the Company to the Rights Agent for countersignature, and, subject to Sections 2.3(c) and
3.1(b), the Rights Agent shall manually or by facsimile countersign and deliver such Rights Certificates to the holders of the Rights pursuant to Section 2.3(c). Until the written notice provided for in this Section 2.6 is received by the
Rights Agent, the Rights Agent may presume conclusively for all purposes that the Separation Time has not occurred. No Rights Certificate shall be valid for any purpose unless manually or by facsimile countersigned by the Rights Agent. 

In case any authorized signatory of the Rights Agent who has countersigned any of the Rights Certificates ceases to be an authorized signatory
of the Rights Agent before issuance and delivery by the Company, such Rights Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the individual who countersigned such Rights Certificates
had not ceased to be an authorized signatory of the Rights Agent; and any Rights Certificates may be 

  
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countersigned on behalf of the Rights Agent by any individual who, at the actual date of the countersignature of such Rights Certificate, is properly authorized to countersign such Rights
Certificate, although at the date of the execution of this Plan any such individual was not so authorized. 

(b)    Each Rights Certificate shall be dated the date of countersignature thereof. 

2.7    Registration, Registration of Transfer and Exchange. (a) After the Separation Time, the Company
will cause to be kept a register (the “Rights Register”) in which, subject to such reasonable procedures as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed
“Rights Registrar” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Separation Time as herein provided. In the event that the Rights Agent shall cease to be the
Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Separation Time. 

After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate,
and subject to the provisions of Sections 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested by the Company and provided with all necessary information, deliver, in the name of the holder or the
designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. 

  
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 (b)    Except as otherwise provided in Section 3.1(b), all Rights
issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Plan as the Rights surrendered upon such registration of
transfer or exchange. 
 (c)    Every Rights Certificate surrendered for registration of transfer or exchange shall be
duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder’s attorney duly authorized in writing. As a
condition to the issuance of any new Rights Certificate under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other charge that may be imposed in relation thereto. 

(d)    The Company shall not register the transfer or exchange of any Rights that have become null and void under
Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed under Section 5.1. 

2.8    Mutilated, Destroyed, Lost and Stolen Rights Certificates. (a) If any mutilated Rights Certificate is
surrendered to the Rights Agent prior to the Expiration Time, then, subject to Sections 3.1(b), 3.1(c) and 5.1, the Company shall execute and the Rights Agent shall countersign and deliver in exchange therefor a new Rights Certificate evidencing the
same number of Rights as did the Rights Certificate so surrendered. 
 (b)    If there shall be delivered to the Company
and the Rights Agent prior to the Expiration Time (i) evidence to their satisfaction of the destruction, loss or theft of any Rights Certificate and (ii) such security or indemnity as may be required by them to save each of them and any of
their agents harmless, then, subject to Sections 

  
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3.1(b), 3.1(c) and 5.1 and in the absence of written notice to the Company or the Rights Agent that such Rights Certificate has been acquired by a bona fide purchaser, the Company
shall execute and upon its written request the Rights Agent shall countersign and, if requested by the Company and provided with all necessary information, deliver, in lieu of any such destroyed, lost or stolen Rights Certificate, a new Rights
Certificate evidencing the same number of Rights as did the Rights Certificate so destroyed, lost or stolen. 

(c)    As a condition to the issuance of any new Rights Certificate under this Section 2.8, the Company may require
the payment of a sum sufficient to cover any tax or other charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. The Rights Agent shall have no duty or
obligation to take any action under any Section of this Plan which requires the payment by a Rights holder of applicable taxes and/or charges unless and until it is satisfied that all such taxes and/or charges have been paid. 

(d)    Every new Rights Certificate issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen
Rights Certificate shall evidence an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Rights Certificate shall be at any time enforceable by anyone, and, subject to Section 3.1(b) shall be
entitled to all the benefits of this Plan equally and proportionately with any and all other Rights duly issued hereunder. 

2.9    Persons Deemed Owners. Prior to due presentment of a Rights Certificate (or, prior to the Separation Time,
the associated Common Stock certificate or confirmation of registration, if uncertificated), the Company, the Rights Agent and any 

  
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agent of the Company or the Rights Agent may deem and treat the Person in whose name such Rights Certificate (or, prior to the Separation Time, such Common Stock certificate or confirmation, if
uncertificated) is registered as the absolute owner thereof and of the Rights evidenced thereby for all purposes whatsoever, including the payment of the Redemption Price, and neither the Company nor the Rights Agent shall be affected by any notice
to the contrary. As used in this Plan, unless the context otherwise requires, the term “holder” of any Rights shall mean the registered holder of such Rights (or, prior to the Separation Time, the associated shares of Common Stock). 

2.10    Delivery and Cancellation of Certificates. All Rights Certificates surrendered upon exercise or for
registration of transfer or exchange shall, if surrendered to any Person other than the Rights Agent, be delivered to the Rights Agent and, in any case, shall be promptly cancelled by the Rights Agent. The Company may at any time deliver to the
Rights Agent for cancellation any Rights Certificates previously countersigned and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Rights Certificates so delivered shall be promptly cancelled by the Rights
Agent. No Rights Certificates shall be countersigned in lieu of or in exchange for any Rights Certificates cancelled as provided in this Section 2.10. Subject to applicable law and regulation, the Rights Agent shall maintain in a retrievable
database electronic records of all cancelled or destroyed Rights Certificates which have been cancelled or destroyed by the Rights Agent. The Rights Agent shall maintain such electronic records for the time period required by applicable law and
regulation. Upon written request of the Company (and at the expense of the Company), the Right Agent shall provide to the Company or its designee copies of such electronic records relating to Rights Certificates cancelled or destroyed by the Rights
Agent. 

  
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 2.11    Agreement of Rights Holders. Every holder of Rights by
accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of Rights that: 

(a)    prior to the Separation Time, each Right will be transferable only together with, and will be transferred by a
transfer of, the associated share of Common Stock; 
 (b)    after the Separation Time, the Rights Certificates will be
transferable only on the Rights Register as provided herein; 
 (c)    prior to due presentment of a Rights Certificate
(or, prior to the Separation Time, the associated Common Stock certificate or Common Stock of registration, if uncertificated) for registration of transfer, the Company, the Rights Agent and any agent of the Company or the Rights Agent may deem and
treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Stock certificate or Common Stock registration, if uncertificated) is registered as the absolute owner thereof and of the Rights evidenced
thereby for all purposes whatsoever, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary; 

(d)    Rights Beneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become
null and void; 
 (e)    this Plan may be supplemented or amended from time to time in accordance with its terms; 

(f)    the Board of Directors shall have the exclusive power and authority delegated to it pursuant to Section 5.12;
and 

  
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 (g)    notwithstanding anything in this Plan to the contrary, neither
the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Plan by reason of any preliminary or permanent injunction or other order,
decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining performance of such obligation. 
 ARTICLE III 

ADJUSTMENTS TO THE RIGHTS IN 
 THE
EVENT OF CERTAIN TRANSACTIONS 
 3.1    Flip-in. (a) In the event
that prior to the Expiration Time a Flip-in Date shall occur, except as otherwise provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in
accordance with the terms hereof (but subject to Section 5.9), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date that gave rise to the Flip-in Date equal
to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date any
of the events described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock); provided, however, that in connection with 

  
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any exercise effected pursuant to this Section 3.1(a), no holder of Rights shall be entitled to receive Common Stock (or other shares of capital stock of the Company) that would result in
such holder, together with such holder’s Affiliates, becoming the Beneficial Owner of more than 10% of the then-outstanding Common Stock. If a holder would, but for the previous sentence, be entitled to receive a number of shares that would
otherwise result in such holder, together with such holder’s Affiliates, becoming the Beneficial Owner of in excess of 10% of the then-outstanding Common Stock (such shares, the “Excess Shares”), then in lieu of receiving such Excess
Shares and to the extent permitted by law or orders applicable to the Company, such holder will only be entitled to receive an amount in cash or, at the election of the Company, a note or other evidence of indebtedness maturing within nine months
with a principal amount, equal to the current per share Market Price of a share of Common Stock at the Close of Business on the Trading Day following the date of exercise multiplied by the number of Excess Shares that would otherwise have been
issuable to such holder. 
 (b)    Notwithstanding the foregoing, any Rights that are Beneficially Owned on or after the
Stock Acquisition Date by an Acquiring Person or an Affiliate thereof shall become null and void and any holder of such Rights (including transferees, whether direct or indirect, of any such Persons) shall thereafter have no right to exercise or
transfer such Rights. If any Rights Certificate is presented for assignment or exercise and the Person presenting the same will not properly complete the certification set forth at the end of the form of assignment or notice of Election to Exercise
or, if requested, will not provide such additional evidence, including, without limitation, the identity of the Beneficial Owners and their Affiliates (or former Beneficial Owners and their Affiliates)


  
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as the Company or the Board of Directors shall reasonably request in order to determine if such Rights are null and void, then the Company shall be entitled conclusively to deem the Rights to be
Beneficially Owned by an Acquiring Person or an Affiliate thereof or a transferee of any of the foregoing and accordingly deem the Rights evidenced thereby to be null and void and not transferable, exercisable or exchangeable. 

(c)    The Board of Directors may, at its option, at any time after a Flip-in Date
and prior to the time that an Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding shares of Common Stock elect to exchange all (but not less than all) of the then outstanding Rights (which shall not include Rights that
have become null and void pursuant to the provisions of Section 3.1(b)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted in the event that after the Separation Time any of the events
described in Section 2.4(a) or (b), or any analogous event, shall have occurred with respect to the Common Stock (such exchange ratio, as adjusted from time to time, being hereinafter referred to as the “Exchange Ratio”). 

Immediately upon the action of the Board of Directors electing to exchange the Rights, without any further action and without any notice, the
right to exercise the Rights will terminate and each Right (other than Rights that have become null and void pursuant to Section 3.1(b)), whether or not an Election to Exercise has been previously delivered, will thereafter represent only the
right to receive a number of shares of Common Stock equal to the Exchange Ratio; provided, however, that in connection with any exchange effected pursuant to this Section 3.1(c), no holder of Rights shall be entitled to receive
Common Stock (or other shares of capital stock of the Company) that would result in such holder, together with such holder’s Affiliates, becoming the Beneficial Owner of more than 10% of the then-outstanding Common Stock.


  
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If a holder would, but for the previous sentence, be entitled to receive Excess Shares, in lieu of receiving such Excess Shares and to the extent permitted by law or orders applicable to the
Company, such holder will only be entitled to receive an amount in cash or, at the election of the Company, a note or other evidence of indebtedness maturing within nine months with a principal amount, equal to the current per share Market Price of
a share of Common Stock at the close of Business on the Trading Day following the date the Board of Directors effects the forgoing exchange multiplied by the number of Excess Shares that would otherwise have been issuable to such holder. The
exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Promptly after the action of the Board of Directors electing
to exchange the Rights, the Company shall give written notice thereof (specifying the steps to be taken to receive shares of Common Stock in exchange for Rights) to the Rights Agent and the holders of the Rights (other than Rights that have become
null and void pursuant to Section 3.1(b)) outstanding immediately prior thereto by mailing such notice in accordance with Section 5.8. Before effecting an exchange pursuant to this Section 3.1(c), the Board of Directors may direct the
Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall
issue to the trust created by such agreement (the “Trust”), which Trust shall act as the agent of the Company, all or some (as designated by the Board of Directors) of the shares of 

  
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Common Stock (or other securities) issuable pursuant to the exchange, and all or some (as designated by the Board of Directors) holders of Rights entitled to receive shares pursuant to the
exchange shall be entitled to receive such shares (and any dividends paid or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and
provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the
trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates (or former Beneficial Owners thereof and their
Affiliates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such
Person to be null and void pursuant to Section 3.1(b) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board of Directors in connection
herewith shall be validly issued, fully paid and non-assessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for
such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration
is adequate. 

  
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 Each Person in whose name any certificate for shares is issued (or for whom registration on
the stock transfer books of the Company is made) upon the exchange of Rights pursuant to this Section 3.1(c) or Section 3.1(d) shall for all purposes be deemed to have become the holder of record of the shares represented thereby as of the
Close of Business on, and such certificate (or registration on the stock transfer books of the Company) shall be dated (or registered) as of, the date upon which the Rights Certificate evidencing such Rights was duly exchanged or deemed exchanged by
the Company and payment of any applicable taxes and other governmental charges payable by the holder was made; provided, however, that if the date of such exchange and payment is a date upon which the stock transfer books of the
Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate (or registration on the stock transfer books of the Company) shall be dated (or registered) as of, the next succeeding Business
Day on which the stock transfer books of the Company are open. 
 (d)    Whenever the Company shall become obligated
under Section 3.1(a) or (c) to issue shares of Common Stock upon exercise of or in exchange for Rights, the Company, as determined by the Board of Directors, may substitute therefor shares of Preferred Stock, at a ratio of one one-thousandth of a share of Preferred Stock for each share of Common Stock so issuable, subject to adjustment. 

(e)    In the event that there shall not be sufficient treasury shares or authorized but unissued shares of Common Stock
or Preferred Stock of the Company to permit the exercise in full of the Rights in accordance with Section 3.1(a) or if the Company so elects to make the exchange referenced in Section 3.1(c), to permit the


  
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issuance of all shares pursuant to the exchange, the Company shall take such action as shall be necessary to ensure and provide, without exposing the directors to personal liability (as
determined by the Board of Directors), as and when and to the maximum extent permitted by applicable law and any agreements or instruments in effect on the Stock Acquisition Date (and remaining in effect) to which the Company is a party, that each
Right shall thereafter constitute the right to receive, (x) in the case of any exercise in accordance with Section 3.1(a), at the Company’s option, either (A) in return for the Exercise Price, debt or equity securities or other
assets (or a combination thereof) having a fair value equal to twice the Exercise Price, or (B) without payment of consideration (except as may be required for the valid issuance of securities or otherwise required by applicable law), debt or
equity securities or other assets (or a combination thereof) having a fair value equal to the Exercise Price, or (y) in the case of an exchange of Rights in accordance with Section 3.1(c), debt or equity securities or other assets (or a
combination thereof) having a fair value equal to the product of the Market Price of a share of Common Stock on the Flip-in Date times the Exchange Ratio in effect on the
Flip-in Date, where in any case set forth in (x) or (y) above the fair value of such debt or equity securities or other assets shall be as determined in good faith by the Board of Directors, after
consultation with a nationally recognized investment banking firm. 
 (f)    The Company may, but shall not be required
to, make such changes in the Exercise Price, in addition to those required by Section 3.1(a), as the Board of Directors considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting
from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reason. 

  
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 ARTICLE IV 

THE RIGHTS AGENT 

4.1    General. (a) The Company hereby appoints the Rights Agent to act as agent for the Company in accordance
with the express terms and conditions hereof (and no implied terms or conditions), and the Rights Agent hereby accepts such appointment. The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder
and, from time to time, on demand of the Rights Agent, its reasonable expenses, counsel fees and other disbursements incurred in the preparation, negotiation, delivery, amendment, administration and execution of this Plan and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without
limitation, the reasonable fees and expenses of legal counsel), incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (each as determined by a final judgment of a court of competent jurisdiction), for
action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Plan. The costs and expenses incurred in enforcing this right of indemnification
shall be paid by the Company. The provisions of this Section 4.1 and Section 4.3 below shall survive the termination of this Plan, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent.


  
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 (b)    The Rights Agent shall be authorized and protected and shall
incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in connection with its acceptance and administration of this Plan or the exercise and performance of its duties hereunder in reliance upon any
certificate for securities (or registration on the stock transfer books of the Company) purchasable upon exercise of Rights, Rights Certificate, certificate for other securities of the Company, instrument of assignment or transfer, power of
attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or
Persons, or otherwise upon the advice of counsel as set forth herein. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected and
shall incur no liability for failing to take any action in connection therewith, unless and until it has received such notice. 

4.2    Merger or Consolidation or Change of Name of Rights Agent. (a) Any Person into which the Rights Agent
or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent is a party, or any Person succeeding to the
shareholder services business of the Rights Agent or any successor Rights Agent, will be the successor to the Rights Agent under this Plan without the execution or filing of any paper or any further act on the part of any of the parties hereto,
provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 4.4. 

  
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In case at the time such successor Rights Agent succeeds to the agency created by this Plan any of the Rights Certificates have been countersigned but not delivered, any such successor Rights
Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates have not been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates will have the full force provided in the Rights Certificates and in
this Plan. 
 (b)    In case at any time the name of the Rights Agent is changed and at such time any of the Rights
Certificates shall have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not
have been countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in
this Plan. 
 4.3    Duties of Rights Agent. The Rights Agent undertakes to perform only the duties and
obligations expressly imposed by this Plan (and no implied duties) upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound: 

(a)    The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the advice or
opinion of such counsel will be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in the absence of bad faith
and in accordance with such advice or opinion. 

  
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 (b)    Whenever in the performance of its duties under this Plan the
Rights Agent deems it necessary or desirable that any fact or matter (including without limitation, the identity of an Acquiring Person and the determination of the current per share market price of any security) be proved or established by the
Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by a person believed by the Rights Agent to be the Executive Chairman or any Vice President and by the Chief Financial Officer or the Secretary or any Assistant Secretary of the Company (each an “Authorized Officer”) and delivered
to the Rights Agent; and such certificate will be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for any action taken, suffered or omitted to be taken by it under the provisions of
this Plan in reliance upon such certificate. 
 (c)    The Rights Agent will be liable to the Company and any other
Person hereunder only for its own gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction). Anything to the contrary notwithstanding, in no event shall the Rights Agent be liable
for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage. Any and all
liability of the Rights Agent under this Plan will be limited to the amount of fees (excluding reimbursable expenses) paid by the Company to the Rights Agent pursuant to this Plan during the twelve (12) months immediately preceding the event
for which recovery from the Rights Agent is being sought. 

  
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 (d)    The Rights Agent will not be liable for or by reason of any of
the statements of fact or recitals contained in this Plan or in the certificates, if any, for securities purchasable upon exercise of Rights or the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all
such statements and recitals are and will be deemed to have been made by the Company only. 
 (e)    The Rights Agent
will not have any liability for or be under any responsibility in respect of the validity of this Plan or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the
validity or execution of any certificate, if any, for securities purchasable upon exercise of Rights or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Company of any covenant or condition
contained in this Plan or in any Rights Certificate; nor will it be responsible for any change in the exercisability or exchangeability of the Rights (including the Rights becoming null and void pursuant to Section 3.1(b)) or any change or
adjustment in the terms of the Rights (including any adjustment required under the provisions of Section 2.4 or 3.1 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights after receipt of the certificate contemplated by Section 2.4 describing any such adjustment, upon which the Rights Agent may rely); nor will it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation of any securities purchasable upon exercise of Rights or any Rights or as to whether any securities purchasable upon exercise of Rights will, when issued, be duly
and validly authorized, executed, issued and delivered and fully paid and non-assessable. 

  
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 (f)    The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the
provisions of this Plan. 
 (g)    The Rights Agent is hereby authorized and directed to accept advice or written
instructions with respect to the performance of its duties hereunder from any individual believed by the Rights Agent to be the Executive Chairman or any Vice President or the Secretary or any Assistant Secretary or the Chief Financial Officer of
the Company, and to apply to such individual for advice or instructions in connection with its duties, and such instructions shall be full authorization and protection to the Rights Agent and the Rights Agent shall not be liable for or in respect of
any action taken, suffered or omitted to be taken by it in accordance with instructions of any such individual or for any delay while acting or while waiting for those instructions. The Rights Agent shall be fully authorized and protected in relying
upon the most recent instructions received by any such individual. In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document
received by the Rights Agent hereunder, the Rights Agent may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to the Company or any other Person for refraining from taking such
action, if the Rights Agent shall have notified the Company promptly of such belief in writing, and unless the Rights Agent shall receive written instructions executed by a person authorized under this Section 4.3(g), which eliminates such
ambiguity or uncertainty to the satisfaction of the Rights Agent. 

  
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 (h)    The Rights Agent and any stockholder, affiliate, director,
officer or employee of the Rights Agent may buy, sell or deal in Common Stock, Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to
the Company or otherwise act as fully and freely as though it were not Rights Agent under this Plan. Nothing herein shall preclude the Rights Agent or any such stockholder, affiliate, director, officer or employee from acting in any other capacity
for the Company or for any other Person. 
 (i)    The Rights Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself (through directors, officers and employees) or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or
misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith or willful misconduct in the selection and continued
employment thereof (each as determined by a final judgment of a court of competent jurisdiction). 
 (j)    No provision
of this Plan shall require the Rights Agent to expend its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if it believes that repayment of such funds or adequate
indemnification against such risk or liability is not assured to it. 

  
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 (k)    If, with respect to any Rights Certificate surrendered to the
Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has not been completed, the Rights Agent shall not take any further action with respect to such requested
exercise or transfer without first consulting with the Company. The Rights Agent shall not be liable for any delay in acting while waiting for instructions from the Company. 

(l)    The Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (i) any
guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition
to, or in substitution for, the foregoing; or (ii) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. 

(m)    The Rights Agent, on its own behalf and on behalf of the Company, will comply with all applicable certification,
information reporting and withholding (including “backup” withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments made hereunder and (ii) the issuance,
delivery, holding, transfer, redemption or exercise of Rights, Common Stock or Preferred Stock hereunder. Such compliance shall include, without limitation, the preparation and timely filing of required returns and the timely payment of all amounts
required to be withheld to the appropriate taxing authority or its designated agent. 

  
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The Rights Agent shall comply in accordance with the terms hereof with any written direction received from the Company with respect to the execution or certification of any documentation required
by a governmental tax authority and the application of such requirements to particular payments or holders or in other particular circumstances in the performance of its duties hereunder. The Rights Agent may, for purposes of this Plan, conclusively
rely on any such direction in accordance with Section 4.3(g). The Rights Agent shall maintain all appropriate records documenting compliance with such requirements in accordance with the Rights Agent’s document retention policy and shall
make such records available, on reasonable written request, to the Company or its authorized representative within a reasonable period of time after receipt of such request. 

4.4    Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Plan upon
30 days’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and to each transfer agent of Common Stock known to the Rights Agent in accordance with Section 5.8. The Company may remove the Rights
Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Stock by registered or certified mail. In the event a transfer agency relationship in effect between the Company and the Rights Agent
terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Plan as of the effective date of such termination, and the Company shall be responsible for sending any required notice. If the
Rights Agent should resign or be removed or otherwise become incapable of acting, the Company will appoint a successor to the Rights Agent. 

  
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If the Company fails to make such appointment within a period of 30 days after such removal or the effectiveness of such resignation or after it has been notified in writing of such incapacity by
the incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the Company), then the holder of any Rights may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a Person organized and doing business under the laws of the United States or any state of the United
States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Plan and is subject to supervision or examination by federal or state authority and which, when combined with its
affiliates, has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it
had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure (without reimbursement by the Company) or assume any additional liability in connection with the
foregoing. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the holders
of the Rights. Failure to give any notice provided for in this Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights
Agent, as the case may be. 

  
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 ARTICLE V 

MISCELLANEOUS 

5.1    Redemption. (a) The Board of Directors may, at its option, at any time, elect to redeem all (but not
less than all) the then outstanding Rights at the Redemption Price and the Company, at its option, may pay the Redemption Price either in cash or shares of Common Stock or other securities of the Company deemed by the Board of Directors, in the
exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. 
 (b)    Immediately upon
the action of the Board of Directors electing to redeem the Rights (or, if the resolution of the Board of Directors electing to redeem the Rights states that the redemption will not be effective until the occurrence of a specified future time or
event, upon the occurrence of such future time or event), without any further action and without any notice, the right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter represent only the
right to receive the Redemption Price in cash or securities, as determined by the Board of Directors. Promptly after the Rights are redeemed, the Company shall give notice of such redemption to the Rights Agent and the holders of the then
outstanding Rights by mailing such notice in accordance with Section 5.9. 
 5.2    Expiration. The Rights
and this Plan shall expire at the Expiration Time and no Person shall have any rights pursuant to this Plan or any Right after the Expiration Time, except, if the Rights have been exchanged or redeemed, as provided in Section 3.1 or 5.1,
respectively. 

  
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 5.3    Process to Seek Exemption. Any Person who desires to
effect any acquisition of Common Stock that might, if consummated, result in such Person Beneficially Owning 10% or more of the then-outstanding Common Stock (or, in the case of an Existing Holder, additional Common Stock except as permitted in the
definition of Acquiring Person) (a “Requesting Person”) may request that the Board of Directors grant an exemption with respect to such acquisition under this Plan so that such Person would be deemed to be an “Exempt Person”
under the definition of Acquiring Person hereof for purposes of this Plan (an “Exemption Request”). An Exemption Request shall be in proper form and shall be delivered by registered mail, return receipt requested, to the Secretary of the
Company at the principal executive office of the Company. The Exemption Request shall be deemed made upon receipt by the Secretary of the Company. To be in proper form, an Exemption Request shall set forth (i) the name and address of the
Requesting Person, (ii) the number of shares of Common Stock then Beneficially Owned by the Requesting Person, together with all Affiliates of the Requesting Person, and (iii) a reasonably detailed description of the transaction or
transactions by which the Requesting Person would propose to acquire Beneficial Ownership of Common Stock aggregating 10% or more of the then outstanding Common Stock and the maximum number of shares of Common Stock that the Requesting Person
proposes to acquire. The Board of Directors shall endeavor to respond to an Exemption Request within twenty (20) Business Days after receipt of such Exemption Request; provided, that the failure of the Board of Directors to make a
determination within such period shall be deemed to constitute the denial by the Board of Directors of the Exemption Request. 

  
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The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Company or the Board of Directors and its advisors to assist the Board of
Directors in making its determination. The Board of Directors shall only grant an exemption in response to an Exemption Request if it receives, at the Board’s request, a report from the Company’s advisors to the effect that the acquisition
of Beneficial Ownership of Common Stock by the Requesting Person does not create a significant risk of material adverse tax consequences to the Company or the Board of Directors otherwise determines in its sole discretion that the exemption is in
the best interests of the Company. Any exemption granted hereunder may be granted in whole or in part, and may be subject to limitations or conditions (including a requirement that the Requesting Person agree that if will not acquire Beneficial
Ownership of Common Stock in excess of the maximum number and amount of securities approved by the Board of Directors), in each case as and to the extent the Board of Directors shall determine necessary or desirable to provide for the protection of
the Company’s NOLs. Any Exemption Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Company and the Requesting Person shall maintain the confidentiality of such Exemption Request and
determination of the Board of Directors with respect thereto, unless the information contained in the Exemption request or the determination of the Board of Directors with respect thereto otherwise becomes publicly available. The Exemption Request
shall be considered and evaluated by directors serving on the Board of Directors who are independent of the Company and the Requesting Person and disinterested with respect to the Exemption Request, and the action of a majority of such independent
and disinterested directors shall be deemed to be the determination of the Board of Directors for purposes of such Exemption Request. 

  
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 5.4    Issuance of New Rights Certificates. Notwithstanding any
of the provisions of this Plan or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the
number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Plan. In addition, in connection with the issuance or sale of Common Stock by the Company following the Separation Time and
prior to the Expiration Time pursuant to the terms of securities convertible or redeemable into shares of Common Stock or to options, warrants or other rights (other than any securities issued or issuable in connection with the exercise or exchange
of Rights) in each case issued or granted prior to, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with
the issuance or sale of such shares of Common Stock; provided, however, in each case, (i) no such Rights Certificate shall be issued, if, and to the extent that, the Board of Directors determines in its sole discretion, after
receiving the advice of legal counsel, that such issuance would create a significant risk of material adverse tax consequences to the Company or to the Person to whom such Rights Certificates would be issued, (ii) no such Rights Certificates
shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to distribute Rights Certificates to any Acquiring Person or
Affiliate of an Acquiring Person or any transferee of any of the foregoing. 

  
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 5.5    Supplements and Amendments. The Company and the Rights
Agent may from time to time supplement or amend this Plan without the approval of any holders of Rights in any respect. The Rights Agent will duly execute and deliver any supplement or amendment hereto requested by the Company in writing,
provided, that the Company has delivered to the Rights Agent a certificate from an Authorized Officer that states that the proposed supplement or amendment complies with the terms of this Plan. The Rights Agent agrees that time is of the
essence in connection with any supplement or amendment that it is directed to execute. Notwithstanding anything contained in this Plan to the contrary, the Rights Agent may, but shall not be obligated to, enter into any supplement or amendment that
affects the Rights Agent’s own rights, duties, obligations or immunities under this Plan. No supplement or amendment to this Plan shall be effective unless duly executed by the Rights Agent. 

5.6    Fractional Shares. If the Company elects not to issue certificates representing (or register on the stock
transfer books of the Company) fractional shares upon exercise, redemption or exchange of Rights, the Company shall, in lieu thereof, in the sole discretion of the Board of Directors, either (a) evidence such fractional shares by depositary
receipts issued pursuant to an appropriate agreement between the Company and a depositary selected by it, providing that each holder of a depositary receipt shall have all of the rights, privileges and preferences to which such holder would be
entitled as a beneficial owner of such fractional share, or (b) pay to the registered holder of such Rights the appropriate fraction of the Market Price per share in cash. 

  
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Whenever a payment for fractional shares is to be made by the Rights Agent, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable
detail the facts related to such payments and the prices and/or formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent
shall be fully protected in relying upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of any payment for, fractional shares under any Section of this Plan relating to the payment of fractional
shares unless and until the Rights Agent shall have received such a certificate and sufficient monies. 

5.7    Holder of Rights Not Deemed a Shareholder. No holder, as such, of any Rights shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of shares or any other securities that may at any time be issuable on the exercise of such Rights, nor shall anything contained herein or in any Rights Certificate be construed to confer upon
the holder of any Rights, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting shareholders, or to receive dividends or subscription rights, or otherwise, until such Rights shall have been exercised or exchanged in accordance with the provisions
hereof. 
 5.8    Notices. Notices or demands authorized or required by this Plan to be given or made by the
Rights Agent or by the holder of any Rights to or on the Company shall be sufficiently given or made if delivered or sent by first-class mail, 

  
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postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: 

Eastman Kodak Company 
 343
State Street 
 Rochester, New York 14650 

Attn: Secretary 
 Any notice or demand
authorized or required by this Plan to be given or made by the Company or by the holder of any Rights to or on the Rights Agent shall be sufficiently given or made if delivered or sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows: 
 Computershare Trust Company, N.A. 

250 Royall Street 
 Canton, MA
02021 
 Attn: Client Services 
 Notices or
demands authorized or required by this Plan to be given or made by the Company or the Rights Agent to or on the holder of any Rights shall be sufficiently given or made if delivered or sent by first-class mail, postage prepaid, addressed to such
holder at the address of such holder as it appears upon Rights Registry or, prior to the Separation Time, on the registry books of the transfer agent for the Common Stock. Any notice that is mailed in the manner herein provided shall be deemed given
on the date of mailing, whether or not the holder receives the notice, except notice to the Company shall be effective only upon receipt. 

5.9    Suspension of Exercisability or Exchangeability. To the extent that the Board of Directors determines in
good faith that some action will or need be taken pursuant to, or in order to properly give effect to, Section 2.3, 3.1 or 4.4 or to comply with federal or state securities laws or applicable Trading Regulations, the Company may suspend the
exercisability or exchangeability of the Rights for a reasonable period sufficient to allow it to take such action or comply with such laws or Trading Regulations. 

  
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In the event of any such suspension, the Company shall issue as promptly as practicable a public announcement (with prompt written notice to the Rights Agent) stating that the exercisability or
exchangeability of the Rights has been temporarily suspended. Notice thereof pursuant to Section 5.9 shall not be required. Upon such suspension, any rights of action vested in a holder of Rights shall be similarly suspended. 

Failure to give a notice pursuant to the provisions of this Plan shall not affect the validity of any action taken hereunder. 

5.10    Successors. All the covenants and provisions of this Plan by or for the benefit of the Company or the
Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. 

5.11    Benefits of this Plan. Nothing in this Plan shall be construed to give to any Person other than the
Company, the Rights Agent and the holders of the Rights any legal or equitable right, remedy or claim under this Plan and this Plan shall be for the sole and exclusive benefit of the Company, the Rights Agent and the holders of the Rights. 

5.12    Determination and Actions by the Board of Directors, etc. The Board of Directors shall have the exclusive
power and authority to administer this Plan and to exercise all rights and powers specifically granted to the Board of Directors or to 

  
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the Company, or as may be necessary or advisable in the implementation or administration of this Plan, including, without limitation, the right and power to (i) interpret the provisions of
this Plan and (ii) make all determinations and calculations deemed necessary or advisable for the implementation or administration of this Plan, including, without limitation, the right to determine the Rights to be null and voided pursuant to
Section 3.1(b), after taking into account the purpose of this Plan and the Company’s interest maintaining an orderly trading market in the outstanding shares of Common Stock. Without limiting the rights and immunities of the Rights Agent,
all such actions, interpretations, calculations and determinations done or made by the Board of Directors shall be final, conclusive and binding on the Company, the Rights Agent, the holders of the Rights and all other Persons. The Rights Agent
shall always be entitled to assume that the Board of Directors of the Company acted in good faith and the Rights Agent shall be fully protected and shall incur no liability in reliance thereon. 

5.13    Descriptive Headings; Section References. Descriptive headings appear herein for convenience only and shall
not control or affect the meaning or construction of any of the provisions hereof. Where a reference in this Plan is made to a Section, such reference shall be to a Section of this Plan unless otherwise indicated. 

5.14    GOVERNING LAW; EXCLUSIVE JURISDICTION. (a) THIS PLAN, EACH RIGHT AND EACH
RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW JERSEY AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS ENTERED
INTO, MADE  

  
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WITHIN, AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW JERSEY, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW JERSEY; PROVIDED, HOWEVER, 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. 
 (b)    (i) THE
COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF NEW JERSEY OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING
THIS PLAN. THE COMPANY AND EACH HOLDER OF RIGHTS ACKNOWLEDGE THAT THE FORUM DESIGNATED BY THIS PARAGRAPH (b) HAS A REASONABLE RELATIONSHIP TO THIS PLAN, AND TO SUCH PERSONS’ RELATIONSHIP WITH ONE ANOTHER. TO THE FULLEST EXTENT PERMITTED BY
LAW, THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO OR CONCERNING THIS PLAN. 

  
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 (ii)    The Company and each holder of Rights hereby waive, to the
fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in paragraph (b)(i). The Company
and each holder of Rights undertake not to commence any action subject to this Plan in any forum other than the forum described in this paragraph (b). The Company and each holder of Rights agree that, to the fullest extent permitted by applicable
law, a final and non-appealable judgment in any such suit, action, or proceeding brought in any such court shall be conclusive and binding upon such Persons. 

5.15    Counterparts. This Plan may be executed in any number of counterparts (including by facsimile, PDF or other
electronic means) 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. 

5.16    Severability. If any term or provision hereof or the application thereof to any circumstance shall, in any
jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms
and provisions hereof or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable; provided, that if any such excluded term or provision shall adversely affect the rights,
immunities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately. 

  
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 5.17    Customer Identification Program. The Company acknowledges
that the Rights Agent is subject to the customer identification program (“Customer Identification Program”) requirements under the USA PATRIOT Act and its implementing regulations, and that the Rights Agent must obtain, verify and record
information that allows the Rights Agent to identify the Company. Accordingly, prior to accepting an appointment hereunder, the Rights Agent may request information from the Company that will help the Rights Agent to identify the Company, including
without limitation the Company’s physical address, tax identification number, organizational documents, certificate of good standing, license to do business, or any other information that the Rights Agent deems necessary. The Company agrees
that the Rights Agent cannot accept an appointment hereunder unless and until the Rights Agent verifies the Company’s identity in accordance with the Customer Identification Program requirements. 

5.18    Withholding. In the event that the Company, the Rights Agent or their agents determine that they are
obligated to withhold or deduct any tax or other charge under any applicable law on actual or deemed payments or distributions hereunder to a holder of the Rights, Common Stock or other cash, securities or other property, the Company, the Rights
Agent or their agents shall be entitled, but not obligated, to (i) deduct and withhold such amount by withholding a portion or all of the cash, securities or other property otherwise deliverable or by otherwise using any property (including,
without limitation, Rights, Preferred Stock, Common Stock or cash) that is owned by such holder, or (ii) in lieu of such withholding, require any holder to make a payment to the Company, the Rights Agent or their agents, in each case in such
amounts as they 

  
 -54- 













 
deem necessary to meet their withholding obligations, and in the case of (i) above, shall also be entitled, but not obligated, to sell all or a portion of such withheld securities or other
property by public or private sale in such amounts and in such manner as they deem necessary and practicable to pay such taxes and charges. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Plan to be duly executed as of the
date first above written. 
  

					
	EASTMAN KODAK COMPANY
		
	By:	 	 /s/ Roger W. Byrd

		 	Name:	 	Roger W. Byrd
		 	Title:	 	General Counsel, Secretary and Senior Vice President
	
	COMPUTERSHARE TRUST COMPANY, N. A.
		
	By:	 	 /s/ Tyler Haynes

		 	Name:	 	Tyler Haynes
		 	Title:	 	Vice President



  
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 EXHIBIT A 

[Form of Rights Certificate] 
  

			
	Certificate No. W-            	  	                     Rights

 THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE OPTION OF THE COMPANY, ON THE TERMS SET
FORTH IN THE PLAN. RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR AFFILIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE PLAN) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID. 

Rights Certificate 
 EASTMAN KODAK
COMPANY 
 This certifies that
                    , or registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the registered
holder thereof, subject to the terms, provisions and conditions of the Tax Asset Protection Plan, dated as of September 12, 2019 (as amended from time to time, the “Plan”), between Eastman Kodak Company, a New Jersey corporation (the
“Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent under the Plan), to purchase from the Company at any
time after the Separation Time (as such term is defined in the Plan) and prior to Expiration Time as set forth in the Plan one one-thousandth of a fully paid share of Participating Preferred Stock, par value
$0.00 per share (the “Preferred Stock”), of the Company (subject to adjustment as provided in the Plan) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to
Exercise duly executed at the office of the Rights Agent designated for such purpose. The Exercise Price shall initially be $10.00 per Right and shall be subject to adjustment in certain events as provided in the Plan. 












 In certain circumstances described in the Plan, the Rights evidenced hereby may entitle the
registered holder thereof to purchase securities of the Company other than Preferred Stock or assets of the Company, all as provided in the Plan. 

This Rights Certificate is subject to all of the terms, provisions and conditions of the Plan, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which Plan reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and
the holders of the Rights Certificates. Copies of the Plan are on file at the principal office of the Company and are available without cost upon written request. 

This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such
purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor evidencing an aggregate number of Rights equal to the aggregate number of Rights evidenced by the Rights Certificate or Rights Certificates surrendered. If
this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Rights not exercised. 

Subject to the provisions of the Plan, each Right evidenced by this Certificate may be (a) redeemed by the Company under certain
circumstances, at its option, at a redemption price of $0.001 per Right or (b) exchanged by the Company under certain circumstances, at its option, for one share of Common Stock or one one-thousandth of a
share of Preferred Stock per Right (or, in certain cases, other securities or assets of the Company), subject in each case to adjustment in certain events as provided in the Plan. 

  
 -2- 













 No holder of this Rights Certificate, as such, shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of any securities which may at any time be issuable on the exercise hereof, nor shall anything contained in the Plan be construed to confer upon the holder hereof, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other
actions affecting shareholders (except as provided in the Plan), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Rights Certificate shall have been exercised or exchanged as provided in the Plan. 

This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. 

WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. 

Date:                      

 

					
	ATTEST:	 		 	 EASTMAN KODAK COMPANY

			
	  
	 		 	By                                      
                                         
                  
	 Secretary
	 		 	


  
 -3- 













 Countersigned: 
  

			
	COMPUTERSHARE TRUST COMPANY, N.A.
		
	By	 	
                     


		 	Authorized Signature


  
 -4- 













 [Form of Reverse Side of Rights Certificate] 

FORM OF ASSIGNMENT 
 (To be
executed by the registered holder if such 
 holder desires to transfer this Rights Certificate.) 

FOR VALUE RECEIVED                  
    hereby sells, assigns and transfers unto                         
                                         
                                    

(Please print
name                                         
                
  

                          
                                         
                                         
                                         
                                         
                                         
        
 and address of transferee) 

this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint
                     Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of
substitution. 
 Dated:             ,      

 

					
	Signature Guaranteed:	 	                                    
                        
		 		  	 Signature
 (Signature must correspond to name
as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)


 Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15. A notary is not sufficient. 

 

	
	                                      
                                         
             
	                                      
                              (To be completed if true)

 The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights
evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate thereof (as such capitalized terms are defined in the Plan). 

 

			
		 	  

		 	Signature














                          
                                         
      
 NOTICE 

In the event the certification set forth above is not properly completed in connection with a purported assignment, the Company will deem the
Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate thereof (as such capitalized terms are defined in the Plan) or a transferee of any of the foregoing and accordingly will deem the
Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. 

  
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 [To be attached to each Rights Certificate] 

FORM OF ELECTION TO EXERCISE 

(To be executed if holder desires to 

exercise the Rights Certificate.) 
 TO: EASTMAN
KODAK COMPANY 
 The undersigned hereby irrevocably elects to exercise
                     whole Rights represented by the attached Rights Certificate to purchase the shares of Participating Preferred Stock
issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: 
  

					
		 	
                   
                                         
    
	 	
		 	 Address:
                                    
	 	
		 	
                   
                                         
    
	 	
		 	 Social Security or Other Taxpayer
	 	
		 	 Identification
Number:            
	 	

 If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the
balance of such Rights shall be registered in the name of and delivered to: 
  

					
		 	
                   
                                         
    
	 	
		 	 Address:
                                    
	 	
		 	
                   
                                         
    
	 	
		 	 Social Security or Other Taxpayer
	 	
		 	 Identification
Number:            
	 	

 Dated:             ,      

 

					
	Signature Guaranteed:	 	                                    
                        
		 		  	 Signature
 (Signature must correspond to name
as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever)


 Signatures must be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature guarantee Medallion program), pursuant to Exchange Act Rule 17Ad-15. A notary is not sufficient. 













                          
                                         
          
 (To be completed if
true)                                        
                                         
        
 The undersigned hereby represents, for the benefit of all holders of Rights and shares of
Common Stock, that the Rights evidenced by the attached Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate thereof (as such capitalized terms are defined
in the Plan). 
  

			
		 	  

		 	Signature

  

                          
                                         
          
 NOTICE 

In the event the certification set forth above is not properly completed in connection with a purported exercise, the Company will deem the
Beneficial Owner of the Rights evidenced by the attached Rights Certificate to be an Acquiring Person or an Affiliate thereof (as such capitalized terms are defined in the Plan) or a transferee of any of the foregoing and accordingly will deem the
Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. 

  
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 EXHIBIT B 

CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED 

CERTIFICATE OF INCORPORATION OF EASTMAN KODAK COMPANY 

(PURSUANT TO SECTION 14A:7-2(4) OF THE 

NEW JERSEY BUSINESS CORPORATION ACT) 

Pursuant to the provisions of N.J.S.A. 14A:7-2(4), the undersigned company executes the following
Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation: 
 1.    The name of the
company is Eastman Kodak Company, a company organized and existing under the laws of the State of New Jersey (hereinafter called the “Company”). 

2.    The following amendment to the Second Amended and Restated Certificate of Incorporation (the
“Certificate”), was approved by [the unanimous written consent of] a special committee of the Board of Directors of the Company as required by Section 14A:7-2 of the New Jersey Business
Corporation Act. 
 3.    The Certificate is hereby amended to add such terms to the end of Article III of the
Certificate as follows: 
 Participating Preferred Stock 

Section 1.    Designation and Amount. There is hereby established a series of Preferred Stock, par value $0.00 per share, of
the Company, and the designation and certain terms, powers, preferences and other rights of the shares of such series, and certain qualifications, limitations and restrictions thereon, are hereby fixed as follows: 

The distinctive serial designation of this series shall be “Participating Preferred Stock” (hereinafter called “this Series”). Each share
of this Series shall be identical in all respects with the other shares of this Series except as to the dates from and after which dividends thereon shall be cumulative. 












 The number of shares in this Series shall initially be
                    ,1 which number may from time to time be increased or decreased (but not
below the number then outstanding) by the Board of Directors. Shares of this Series purchased by the Company shall be cancelled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series. Shares of this Series
may be issued in fractional shares which are whole number multiples of one one-thousandth of a share, which fractional shares shall entitle the holder, in proportion to such holder’s fractional share, to
all rights of a holder of a whole share of this Series. 
 Section 2.    Dividends and Distributions. 

The holders of full or fractional shares of this Series shall be entitled to receive, when and as declared by the Board of Directors, but only out of funds
legally available therefor, dividends, (A) on each date that dividends or other distributions (other than dividends or distributions payable in Common Stock of the Corporation) are payable on or in respect of Common Stock comprising part of the
Reference Package (as defined below), in an amount per whole share of this Series equal to the aggregate amount of dividends or other distributions (other than dividends or distributions payable in Common Stock of the Company) that would be payable
on such date to a holder of the Reference Package and (B) on the last day of March, June, September and December in each year, in an amount per whole share of this Series equal to the excess (if any) of $    2 over the aggregate dividends paid per whole share of this Series during the three month period ending on such last day. Each such dividend shall be paid to the holders of record of shares of this
Series on the date, not exceeding sixty days preceding such dividend or distribution payment date, fixed for the purpose by the Board of Directors in advance of payment of each particular dividend or distribution. Dividends on each full and each
fractional share of this Series shall be cumulative from the date such full or fractional share is originally issued; provided that any such full or fractional share originally issued after a dividend record date and on or prior to the dividend
payment date to which such record date relates shall not be entitled to receive the dividend payable on such dividend payment date or any amount in respect of the period from such original issuance to such dividend payment date. 

The term “Reference Package” shall initially mean 1,000 shares of Common Stock. In the event the Company shall at any time after the close of
business on                ,     3 (A) declare or pay a dividend on any Common Stock payable in
Common Stock, (B) subdivide any Common Stock or (C) combine any Common Stock into a smaller number of shares, then and in each such case the Reference Package after such event shall be the Common Stock that a holder of the Reference
Package immediately prior to such event would hold thereafter as a result thereof. 
  

 

	1 	 Insert number equal to the number of shares of Common Stock outstanding on date prior to filing certificate of
amendment divided by 1,000. 



	2 	 Insert an amount equal to 1/4 of 1% of the Exercise Price divided by the number of shares of Preferred Stock
purchasable upon exercise of one Right 



	3 	 For a certificate of designation relating to shares to be issued pursuant to Section 2.3 of the Rights
Agreement, insert the Separation Time. For a certificate of designation relating to shares to be issued pursuant to Section 3.1(d) of the Rights Agreement, insert the Flip-in Date. 



  
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 Holders of shares of this Series shall not be entitled to any dividends, whether payable in cash, property
or stock, in excess of full cumulative dividends, as herein provided on this Series. 
 So long as any shares of this Series are outstanding, no dividend
(other than a dividend in Common Stock or in any other stock ranking junior to this Series as to dividends and upon liquidation) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or upon
any other stock ranking junior to this Series as to dividends or upon liquidation, unless the full cumulative dividends (including the dividend to be paid upon payment of such dividend or other distribution) on all outstanding shares of this Series
shall have been, or shall contemporaneously be, paid. When dividends are not paid in full upon this Series and any other stock ranking on a parity as to dividends with this Series, all dividends declared upon shares of this Series and any other
stock ranking on a parity as to dividends shall be declared pro rata so that in all cases the amount of dividends declared per share on this Series and such other stock shall bear to each other the same ratio that accumulated dividends per share on
the shares of the Series and such other stock bear to each other. Neither the Common Stock nor any other stock of the Company ranking junior to or on a parity with this Series as to dividends or upon liquidation shall be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Company (except by conversion into or exchange for stock of the Company ranking junior
to this Series as to dividends and upon liquidation), unless the full cumulative dividends (including the dividend to be paid upon payment of such dividend, distribution, redemption, purchase or other acquisition) on all outstanding shares of this
Series shall have been, or shall contemporaneously be, paid. 
 Section 3.    Merger of the Company. 

In the event of any merger, consolidation, reclassification or other transaction in which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case the shares of this Series shall at the same time be similarly exchanged or changed in an amount per whole share equal to the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, that a holder of the Reference Package would be entitled to receive as a result of such transaction. 

Section 4.    Liquidation. 
 In
the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of full and fractional shares of this Series shall be entitled, before any distribution or payment is made on any
date to the holders of the Common Stock or any other stock of the Company ranking junior to this Series upon liquidation, to be paid in full an amount per whole share of this Series equal to the greater of (A) [insert the stated value at time
of authorization] or (B) the aggregate amount distributed or to be distributed in connection with such liquidation, dissolution or winding up to a holder of the Reference Package (such greater amount being hereinafter referred to as the
“Liquidation Preference”), together with accrued dividends to such distribution or payment date, whether or not earned or declared. 

  
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If such payment shall have been made in full to all holders of shares of this Series, the holders of shares of this Series as such shall have no right or claim to any of the remaining assets of
the Company. 
 In the event the assets of the Company available for distribution to the holders of shares of this Series upon any liquidation, dissolution
or winding up of the Company, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to the first paragraph of this Section 4, no such distribution shall be made on account
of any shares of any other class or series of Preferred Stock ranking on a parity with the shares of this Series upon such liquidation, dissolution or winding up unless proportionate distributive amounts shall be paid on account of the shares of
this Series, ratably in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such liquidation, dissolution or winding up. 

Upon the liquidation, dissolution or winding up of the Company, the holders of shares of this Series then outstanding shall be entitled to be paid out of
assets of the Company available for distribution to its stockholders all amounts to which such holders are entitled pursuant to the first paragraph of this Section before any payment shall be made to the holders of Common Stock or any other
stock of the Company ranking junior upon liquidation to this Series. 
 For the purposes of this Section 4, the consolidation or merger of, or binding
statutory share exchange by, the Company with any other company shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation. 

Section 5.    Redemption. 
 The
shares of this Series shall not be redeemable. 
 Section 6.    Voting Rights. 

In addition to any other vote or consent of stockholders required by law or by the Second Amended and Restated Certificate of Incorporation, as amended, of the
Company, and except as otherwise required by law, each share (or fraction thereof) of this Series shall, on any matter, vote as a class with any other capital stock comprising part of the Reference Package and shall have the number of votes thereon
that a holder of the Reference Package would have. 
 If and whenever dividends payable on this Series and any other class or series of stock of the Company
ranking on a parity with this Series as to payment of dividends (any such class or series being herein referred to as “dividend parity stock”) shall be in arrears in an aggregate amount equal to at least six quarterly dividends (whether or
not consecutive), the number of directors then constituting the Board of Directors shall be increased by two and the holders of shares of this Series, together with the holders of all other affected classes and series of dividend parity stock
similarly entitled to vote for the election of two additional directors, voting separately as a single class, shall be entitled to elect the two additional directors at any annual meeting of stockholders or any special meeting of the holders of
shares of this Series and such dividend parity stock called as hereinafter provided. 

  
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Whenever all arrears in dividends on the shares of this Series and dividend parity stock then outstanding shall have been paid and dividends thereon for the current quarterly dividend period
shall have been paid or declared and set aside for payment, then the right of the holders of shares of this Series and such dividend parity stock to elect such additional two directors shall cease (but subject always to the same provisions for the
vesting of such voting rights in the case of any similar future arrearages in dividends), and the terms of office of all persons elected as directors by the holders of shares of this Series and such dividend parity stock shall forthwith terminate
and the number of directors constituting the Board of Directors shall be reduced accordingly. At any time after such voting power shall have been so vested in the holders of shares of this Series and such dividend parity stock, the Secretary of the
Company may, and upon the written request of any holder of shares of this Series (addressed to the Secretary at the principal office of the Company) shall, call a special meeting of the holders of shares of this Series and such dividend parity stock
for the election of the two directors to be elected by them as herein provided, such call to be made by notice similar to that provided in the by-laws for a special meeting of the stockholders or as required
by law. If any such special meeting so required to be called shall not be called by the Secretary within 20 days after receipt of any such request, then any holder of shares of this Series may (at the Company’s expense) call such meeting, upon
notice as herein provided, and for that purpose shall have access to the stock books of the Company. The directors elected at any such special meeting shall hold office until the next annual meeting of the shareholders if such office shall not have
previously terminated as above provided. In case any vacancy shall occur among the directors elected by the holders of shares of this Series and such dividend parity stock, a successor shall be elected by the Board of Directors to serve until the
next annual meeting of the shareholders upon the nomination of the then remaining director elected by the holders of shares of this Series and such dividend parity stock or the successor of such remaining director. If the holders of shares of this
Series become entitled under the foregoing provisions to elect or participate in the election of two directors as a result of dividend arrearages, such entitlement shall not affect the right of such holders to vote as stated in the first paragraph
of this Section 6, including the right to vote in the election of the remaining directors. 
 Section 7.    Rank. 

This Series shall rank as to the payment of dividends and distributions and amounts upon liquidation, dissolution and
winding-up junior to all other series or shares of Preferred Stock unless otherwise expressly provided in the terms of such series or shares of Preferred Stock. 

Section 8.    Taxes. 
 In the
event that the Company or its agents determine that they are obligated to withhold or deduct any tax or other governmental charge under any applicable law on actual or deemed payments or distributions to a holder of the shares of this Series, the
Company or its agents shall be entitled to (i) deduct and withhold such amount by withholding a 

  
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portion or all of the cash, securities or other property otherwise deliverable or by otherwise using any property that is owned by such holder, or (ii) in lieu of such withholding, require
any holder to make a payment to the Company or its agent, in each case in such amounts as they deem necessary to meet their withholding obligations, and in the case of (i) above, shall also be entitled, but not obligated, to sell all or a
portion of such withheld securities or other property by public or private sale in such amounts and in such manner as they deem necessary and practicable to pay such taxes and charges. 

IN WITNESS WHEREOF, this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company is executed
on behalf of the Company by its Executive Chairman and attested by its Secretary this     th day of        , 2019. 

 

					
	By:	 	  

		 	Name:	 	Jim V. Continenza
		 	Title:	 	Executive Chairman


  

			
	Attest:
		
	By:	 	  

	Name:	 	Roger W. Byrd
	Title:	 	Secretary


  
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