EX-4.1



 Exhibit 4.1 

AMENDMENT NO. 2 
 TO

 TAX BENEFIT PRESERVATION PLAN 

AMENDMENT NO. 2 to TAX BENEFIT PRESERVATION PLAN (this “Amendment”) between ModusLink Global Solutions, Inc., a Delaware corporation
(the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”) is effective prior to the close of business on this 17th day of
October, 2014. 
 WHEREAS, the Company and the Rights Agent are parties to a Tax Benefit Preservation Plan, dated as of October 17,
2011, amended by Amendment No. 1 dated March 21, 2012 (the “Plan”); 
 WHEREAS, the Board of Directors of the Company
deems it is advisable and in the best interests of the Company and its stockholders to amend certain provisions of the Plan; 
 WHEREAS, no
Person (as defined in the Plan) has become an Acquiring Person (as defined in the Plan); and 
 WHEREAS, pursuant to and in accordance with
Section 26 of the Plan, the Company desires to amend the Plan as set forth below. 
 NOW, THEREFORE, the Plan is hereby amended as
follows: 
  

	 	1.	Amendments. 

  

	 	(a)	Clause (i) of Section 7.1 of the Plan is amended in its entirety to read as follows: 


“(i) the Close of Business on October 17, 2017 (the “Final Expiration Date”)”. 

 

	 	(b)	Clause (v) of Section 7.1 of the Plan is amended in its entirety to read as follows: 


“(v) the final adjournment of the 2015 Shareholder Meeting if Amendment No. 2 to Tax Preservation Plan is not approved on or before
such time by the holders of a majority of the voting power of the outstanding shares of Common Stock (or other shares that vote together with the Common Stock as one class for purposes of such an approval) that are present in person or by proxy at
the 2015 Shareholder Meeting and entitled to vote on the proposal to approve such amendment to this Plan”. 
 (c) Each of the
Legend and Paragraph one of the Form of Right Certificate, attached as Exhibit B to the Plan, is amended so that the references to “October 17, 2014” are replaced with “October 17, 2017”. 

(d) The fifth paragraph of the Summary of Rights to Purchase Preferred Stock, attached as Exhibit C to the Plan, is amended so that the
reference to “October 17, 2014” is replaced with “October 17, 2017”. 
 2. Effect of this Amendment. It
is the intent of the parties that this Amendment constitutes an amendment of the Plan as contemplated by Section 26 thereof. This Amendment shall be deemed effective as of the date hereof as if executed by both parties hereto on such date.

 Except as expressly provided in this Amendment, the terms of the Plan remain in full force and effect. 







 3. Counterparts. This Amendment may be executed in any number of counterparts
and each of such counterpart shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. 

4. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. 

5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or
invalidated. 
 6. Descriptive Headings. The captions herein are included for convenience of reference only, do not
constitute a part of this Amendment and shall be ignored in the construction and interpretation hereof. 
 [Signature
Page Follows] 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
date set forth above. 
  

			
	MODUSLINK GLOBAL SOLUTIONS, INC.
		
	By:	 	 Joseph B. Sherk

	Name:	 	Joseph B. Sherk
	Title:	 	Principal Financial and Accounting Officer
	
	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
		
	By:	 	 Paul H. Kim

	Name:	 	Paul H. Kim
	Title:	 	Asst. General Counsel