Amended And Restated Rights Agreement Sample Contracts

News Corp – NEWS CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. As Rights Agent Third Amended and Restated Rights Agreement Dated as of June 18, 2018 (June 18th, 2018)

THIRD AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of June 18, 2018 (the Agreement), between News Corporation, a corporation organized under the laws of the State of Delaware (the Company), and Computershare Trust Company, N.A., a federally chartered trust company duly organized and validly existing under the laws of the United States (the Rights Agent).

Amendment No. 6 to Amended and Restated Rights Agreement (June 5th, 2018)

This Amendment No. 6 ("Amendment No. 6") amends the Amended and Restated Rights Agreement dated as of April 26, 2012, as amended to date. This Amendment No. 6 is effective as of May 31, 2018 (the "Amendment No. 6 Effective Date"), by and between Extreme Networks, Inc., a Delaware company (the "Company"), and Computershare Inc., a Delaware corporation, successor-in-interest to Computershare Shareowner Services LLC, as rights agent (the "Rights Agent"). Capitalized terms used herein but not defined herein shall have the meanings given to them in the Rights Agreement (as defined below).

Mortgage Guaranty Insurance Corporation – MGIC INVESTMENT CORPORATION and EQUINITI TRUST COMPANY Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of April 26, 2018 and Effective as of August 1, 2018 (April 27th, 2018)

THIS AMENDED AND RESTATED RIGHTS AGREEMENT ("Agreement"), is dated as of April 26, 2018 and effective as of August 1, 2018, between MGIC INVESTMENT CORPORATION, a Wisconsin corporation (the "Company"), and EQUINITI TRUST COMPANY, organized under New York law, as successor rights agent (the "Rights Agent") to WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the "Original Rights Agent").

Amended and Restated Rights Agreement (April 13th, 2018)

This Amended and Restated Rights Agreement, dated effective as of April 12, 2018 (this "Agreement"), is made and entered into by and between KB Home, a Delaware corporation, and Computershare Inc., a Delaware corporation, as Rights Agent.

Amendment No. 2 to the Amended and Restated Rights Agreement (April 9th, 2018)

This Amendment No. 2 to the Amended and Restated Rights Agreement (this Amendment), dated as of April 6, 2018, by and between Ashford Inc., a Maryland corporation (the Company) and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings set forth in the Existing Rights Agreement (as defined below).

Amendment No. 2 to the Amended and Restated Rights Agreement (April 9th, 2018)

This Amendment No. 2 to the Amended and Restated Rights Agreement (this Amendment), dated as of April 6, 2018, by and between Ashford Inc., a Maryland corporation (the Company) and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings set forth in the Existing Rights Agreement (as defined below).

Ambase – Amended and Restated Rights Agreement (March 30th, 2018)

AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 24, 1989, as amended through November 10, 2015, between AMBASE CORPORATION, a Delaware corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York corporation (the "Rights Agent").

Amendment No. 2 to Amended and Restated Rights Agreement (February 21st, 2018)

This AMENDMENT NO. 2 (this "Amendment") to the Amended and Restated Rights Agreement, dated as of June 18, 2014 (the "Rights Agreement"), by and between ProPhase Labs, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent"), is entered into February 20, 2018. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Rights Agreement.

AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of January 10, 2018 Between SCIENTIFIC GAMES CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent (January 10th, 2018)

Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates; Uncertificated Rights

Signature Group Hold – Amended and Restated Rights Agreement (November 7th, 2017)

AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of November 2, 2017 (the "Agreement"), between Real Industry, Inc., a Delaware corporation, as successor in interest to Fremont General Corporation, a Nevada corporation (the "Company"), and Computershare Inc., a Delaware corporation, as successor in interest to Mellon Investor Services LLC, a New Jersey limited liability company (the "Rights Agent").

First Amendment to Amended and Restated Rights Agreement (October 23rd, 2017)

This FIRST AMENDMENT (this First Amendment) to the AMENDED AND RESTATED RIGHTS AGREEMENT, dated effective as of January 25, 2015 (the Agreement), is entered into as of October 20, 2017 by and between Golden Entertainment, Inc., a Minnesota corporation (formerly known as Lakes Entertainment, Inc.) (the Company), and Wells Fargo Shareowner Services, a division of Wells Fargo Bank, National Association (the Rights Agent).

Old Republic International – OLD REPUBLIC INTERNATIONAL CORPORATION and WELLS FARGO BANK, N.A. Rights Agent Amended and Restated Rights Agreement Amended and Restated as of June 26, 2017 (August 29th, 2017)

This Agreement, as amended and restated as of June 26, 2017, between Old Republic International Corporation, a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A.(the "Rights Agent").

Amended and Restated Rights Agreement (June 12th, 2017)

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (the "Agreement"), dated as of June 9, 2017, is made between Spherix Incorporated, a Delaware corporation (the "Company"), and Transfer Online Inc., an Oregon corporation (the "Rights Agent").

Amendment No. 5 to Amended and Restated Rights Agreement (June 5th, 2017)

This Amendment No. 5 ("Amendment No. 5") amends the Amended and Restated Rights Agreement dated as of April 26, 2012, as amended to date. This Amendment No. 5 is effective as of May 9, 2017 (the "Amendment No. 5 Effective Date"), between Extreme Networks, Inc., a Delaware company (the "Company"), and Computershare Inc., a Delaware corporation, "successor-in-interest to Computershare Shareowner Services LLC," as rights agent (the "Rights Agent"). Capitalized terms used herein but not defined shall have the meanings given to them in the Amended and Restated Rights Agreement.

AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of May 8, 2017 Between INTERFACE, INC. And COMPUTERSHARE TRUST COMPANY, N.A. As Rights Agent (May 9th, 2017)

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement"), dated as of May 8, 2017, by and between INTERFACE, INC., a Georgia corporation (the "Company"), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the "Rights Agent"), amends and restates the Rights Agreement, dated March 7, 2008 and effective as of the Close of Business on March 17, 2008 (the "Effective Date"), between the Company and Rights Agent (the "Original Agreement").

Amendment to Amended and Restated Rights Agreement (April 10th, 2017)

This Amendment, dated as of April 10, 2017, is made between Polaris Industries Inc., a Minnesota corporation (the "Company"), and Wells Fargo Bank, National Association as Rights Agent (the "Rights Agent"), and amends the Amended and Restated Rights Agreement dated as of April 29, 2010 (the "Rights Agreement").

AMENDED AND RESTATED RIGHTS AGREEMENT by and Between TEMPUR SEALY INTERNATIONAL, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent, Dated as of March 14, 2017 (March 15th, 2017)

AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 14, 2017 (as further amended, supplemented or otherwise modified from time to time, this Agreement), by and between Tempur Sealy International, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent).

AMENDED AND RESTATED RIGHTS AGREEMENT by and Between TEMPUR SEALY INTERNATIONAL, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent, Dated as of March 14, 2017 (March 15th, 2017)

AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 14, 2017 (as further amended, supplemented or otherwise modified from time to time, this Agreement), by and between Tempur Sealy International, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent).

Gigoptix Inc. – Amendment No. 1 to Amended and Restated Rights Agreement (February 13th, 2017)

This Amendment No. 1 to the Amended and Restated Rights Agreement (this "Amendment"), dated as of February 10, 2017, is made by and between GigPeak, Inc., a Delaware corporation formerly known as GigOptix, Inc. (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as rights agent (the "Rights Agent"), and amends the Amended and Restated Rights Agreement, dated as of December 16, 2014, by and between the Company and the Rights Agent (the "Rights Agreement"). Capitalized terms used in this Amendment and not otherwise defined below shall have the meanings given them in the Rights Agreement.

Amended and Restated Rights Agreement (January 9th, 2017)

This AMENDMENT NO. 1 (this "Amendment") to the Amended and Restated Rights Agreement, dated as of June 18, 2014 (the "Rights Agreement"), by and between ProPhase Labs, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent"), is entered into January 6, 2017. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.

Simpson Manufacturing Company, Inc. – First Amendment to the Amended and Restated Rights Agreement (November 10th, 2016)

This First Amendment, dated as of November 9, 2016 (this "Amendment"), to the Amended and Restated Rights Agreement, dated as of June 15, 2009 (the "Rights Agreement"), is by and between Simpson Manufacturing Co., Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent under the Rights Agreement (the "Rights Agent").

Amendment No. 1 to the Amended and Restated Rights Agreement (November 1st, 2016)

This Amendment No. 1 to the Amended and Restated Rights Agreement (this Amendment), dated as of October 31, 2016, between Ashford Inc., a Maryland corporation (the Company), as successor to Ashford Inc., a Delaware corporation (Ashford Delaware), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent). All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings set forth in the Amended and Restated Rights Agreement (as defined below).

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . COMMON STOCK PAR VALUE $0.01 COMMON STOCK THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX Certificate Number ZQ00000000 Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * ASHFORD INC. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexand (November 1st, 2016)
Third Amendment to Amended and Restated Rights Agreement (August 26th, 2016)

This Third Amendment to the Amended and Restated Rights Agreement, dated as of August 24, 2016 (this Amendment), amends the Amended and Restated Rights Agreement, dated as of March 28, 2014, (as amended from time to time, the Agreement), by and between AEP Industries Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the Rights Agent). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

Third Amendment to Amended and Restated Rights Agreement (August 26th, 2016)

This Third Amendment to the Amended and Restated Rights Agreement, dated as of August 24, 2016 (this Amendment), amends the Amended and Restated Rights Agreement, dated as of March 28, 2014, (as amended from time to time, the Agreement), by and between AEP Industries Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the Rights Agent). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

Gigoptix Inc. – We Have Acted as Counsel to GigPeak, Inc., a Delaware Corporation (The "Company"), in Connection With the Offer and Sale by the Company of 11,319,643 Shares of Common Stock, Par Value $0.001 Per Share, of the Company, and 1,875,000 Shares of Common Stock for Which the Underwriters Have Been Granted an Overallotment Option (The "Shares"), Together With the Associated Rights (The "Rights," and With the Shares, the "Securities") to Purchase Shares of Series a Junior Preferred Stock, Par Value $0.001 Per Share, of the Company (The "Series a Preferred"), Pursuant to the Terms of an Underwriting Agr (June 10th, 2016)

This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

Amendment and Termination of the Second Amended and Restated Rights Agreement Between Genesco Inc. And Computershare Trust Company, N.A., as Successor to First Chicago Trust Company of New York (May 13th, 2016)

This Amendment and Termination of the Second Amended and Restated Rights Agreement (this "Amendment and Termination") is made as of May 13, 2016, between Genesco Inc., a Tennessee corporation (the "Company"), and Computershare Trust Company, N.A., as successor to First Chicago Trust Company of New York (the "Rights Agent").

Amendment No. 4 to Amended and Restated Rights Agreement (May 9th, 2016)

This Amendment No. 4 ("Amendment No. 4") amends the Amended and Restated Rights Agreement dated as of April 26, 2012, as amended to date. This Amendment No. 4 is effective as of May 5, 2016 (the "Amendment No. 4 Effective Date"), between Extreme Networks, Inc., a Delaware company (the "Company"), and Computershare Inc., a Delaware corporation, "successor-in-interest to Computershare Shareowner Services LLC," as rights agent (the "Rights Agent"). Capitalized terms used herein but not defined shall have the meanings given to them in the Amended and Restated Rights Agreement.

Amended and Restated Rights Agreement (March 17th, 2016)

This Amended and Restated Rights Agreement, entered into as of March 16, 2016 (this "Agreement"), by and between Peregrine Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the "Rights Agent", which shall include any successor Rights Agent hereunder), amends and restates that certain Rights Agreement, dated as of March 16, 2006 (the "Original Agreement"), between the Company and the Rights Agent.

Stratus Properties, Inc. – SECOND AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of March 9, 2016 Between Stratus Properties Inc., as the Company and Computershare Inc., as Rights Agent (March 10th, 2016)

SECOND AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 9, 2016 (this "Agreement"), by and between Stratus Properties Inc., a Delaware corporation (the "Company"), and Computershare Inc., a Delaware corporation as rights agent (the "Rights Agent,");

First Amendment to Amended and Restated Rights Agreement (February 18th, 2016)

This First Amendment (this "Amendment"), dated as of February 11, 2016, to the Amended and Restated Rights Agreement, effective as of May 7, 2013, is entered into between QCR Holdings, Inc., a Delaware corporation (the "Company"), and Quad City Bank & Trust Company, an Iowa state chartered bank headquartered in Bettendorf, Iowa, as Rights Agent (the "Rights Agent").

Amended and Restated Rights Agreement (January 26th, 2016)

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (this "Agreement"), dated as of January 26, 2016, is entered into by and between FXCM Inc., a Delaware corporation (the "Corporation"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the "Rights Agent").

LIVE NATION ENTERTAINMENT, INC. AND COMPUTERSHARE INC. AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of December 18, 2015 (December 24th, 2015)

This Amended and Restated Rights Agreement, dated as of December 18, 2015 (this "Agreement"), is by and between Live Nation Entertainment, Inc., a Delaware corporation, f.k.a. CCE Spinco, Inc. (the "Company"), and Computershare Inc., as rights agent (the "Rights Agent").

HUBBELL INCORPORATED and COMPUTERSHARE INC. As Rights Agent Second Amended and Restated Rights Agreement Dated as of December 23, 2015 (December 23rd, 2015)

This SECOND AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of December 23, 2015 (this Agreement), amending and restating the Amended and Restated Rights Agreement, dated as of December 17, 2008 (the First Amended and Restated Rights Agreement), which amended and restated the Rights Agreement, dated as of December 9, 1998, as amended (the Original Agreement), between Hubbell Incorporated, a Connecticut corporation (the Company), and Computershare Inc. (successor to Mellon Investor Services LLC and ChaseMellon Shareholder Services, L.L.C.), a Delaware corporation, as rights agent (the Rights Agent).

Sorrento Therapeutics, Inc. – SORRENTO THERAPEUTICS, INC. And PHILADELPHIA STOCK TRANSFER, INC., Rights Agent Amended and Restated Rights Agreement Dated as of December 21, 2015 (December 21st, 2015)

THIS AMENDED AND RESTATED RIGHTS AGREEMENT (the Agreement) dated as of December 21, 2015, by and between Sorrento Therapeutics, Inc., a Delaware corporation (the Company), and Philadelphia Stock Transfer, Inc., as rights agent (the Rights Agent), amends and restates the Amended and Restated Rights Agreement, dated December 22, 2014 (the First Restated Rights Agreement), by and between the Company and the Rights Agent, which agreement amended and restated the Rights Agreement, dated November 7, 2013 (the Original Agreement) by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as the original rights agent.