AMENDMENT NO. 1 TO
THE TAX BENEFITS PRESERVATION PLAN
This AMENDMENT NO. 1 TO THE TAX BENEFITS PRESERVATION PLAN (this Amendment) is dated as of June 3, 2021 (the Effective Date) and amends the Tax Benefits Preservation Plan, dated as of July 28, 2020 (the Rights Agreement), by and between MoneyGram International, Inc., a Delaware corporation (the Company), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as Rights Agent (the Rights Agent). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.
WHEREAS, the Board of Directors of the Company determined that it is in the best interests of the Company and its stockholders to terminate the Rights Agreement and the associated Rights;
WHEREAS, the Company, by action of the Board, may from time to time in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend the Rights Agreement in any respect without the approval of any holders of Rights in accordance with Section 28 of the Rights Agreement; and
WHEREAS, the Rights Agent is hereby directed to join in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows:
1. Amendment of the Rights Agreement.
a. Clause (i) Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:
(i) 11:59 P.M., New York City time, on June 3, 2021;
2. Amendment of Exhibits. The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment, including all conforming changes.
3. Other Amendment; Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto remain in full force and effect in all respects without any modification; provided, however, that the effect of this Amendment is to terminate the Rights Agreement at the Expiration Date in accordance with Section 7 of the Rights Agreement. This Amendment will be deemed an amendment to the Rights Agreement and will become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment will govern.