Amendment To Shareholder Rights Agreement Sample Contracts

Cell Therapeutics, Inc. – Fourth Amendment to Shareholder Rights Agreement (September 26th, 2017)

This FOURTH AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT is made and entered into as of September 22, 2017 (this "Amendment"), between CTI BioPharma Corp., a Washington corporation, and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent"). The capitalized terms used and not otherwise defined herein have the respective meanings given to them in that certain Shareholder Rights Agreement, between the Company and the Rights Agent, dated as of December 28, 2009, as amended by that certain First Amendment to Shareholder Rights Agreement, between the Company and the Rights Agent, dated August 31, 2012, as further amended by that certain Second Amendment to Shareholder Rights Agreement, between the Company and the Rights Agent, dated December 6, 2012, and as further amended by that certain Third Amendment to Shareholder Rights Agreement, between the Company and the Rights Agent, dated December 1, 2015 (as so amended, the "Rights Agreement").

Cell Therapeutics, Inc. – Fourth Amendment to Shareholder Rights Agreement (September 26th, 2017)

This FOURTH AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT is made and entered into as of September 22, 2017 (this "Amendment"), between CTI BioPharma Corp., a Washington corporation, and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent"). The capitalized terms used and not otherwise defined herein have the respective meanings given to them in that certain Shareholder Rights Agreement, between the Company and the Rights Agent, dated as of December 28, 2009, as amended by that certain First Amendment to Shareholder Rights Agreement, between the Company and the Rights Agent, dated August 31, 2012, as further amended by that certain Second Amendment to Shareholder Rights Agreement, between the Company and the Rights Agent, dated December 6, 2012, and as further amended by that certain Third Amendment to Shareholder Rights Agreement, between the Company and the Rights Agent, dated December 1, 2015 (as so amended, the "Rights Agreement").

Scotts Liquid Gold – Third Amendment to Shareholder Rights Agreement (February 23rd, 2016)

This Third Amendment to Shareholder Rights Agreement, dated as of February 19, 2016 (this "Third Amendment") is between Scott's Liquid Gold-Inc., a Colorado corporation (the "Company"), and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the "Rights Agent").

Cell Therapeutics, Inc. – Third Amendment to Shareholder Rights Agreement (December 1st, 2015)

This THIRD AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT is made and entered into as of December 1, 2015 (this Amendment), between CTI BioPharma Corp., a Washington corporation (formerly known as Cell Therapeutics, Inc., the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent). The capitalized terms used and not otherwise defined herein have the respective meanings given to them in that certain Shareholder Rights Agreement, between the Company and the Rights Agent, dated as of December 28, 2009, as amended by that certain First Amendment to Shareholder Rights Agreement, between the Company and the Rights Agent, dated August 31, 2012 and as further amended by that certain Second Amendment to Shareholder Rights Agreement, between the Company and the Rights Agent, dated December 6, 2012 (as so amended, the Rights Agreement).

Amendment No. 1 to Shareholder Rights Agreement (June 30th, 2015)

This AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT (this "Amendment") is dated as of June 29, 2015 (the "Effective Date") and amends that certain Shareholder Rights Agreement, dated as of December 14, 2005 (the "Rights Agreement"), by and between Mercury Systems, Inc. (formerly Mercury Computer Systems, Inc.), a Massachusetts corporation (the "Company"), and Computershare Trust Company, N.A. (formerly EquiServe Trust Company, N.A.) (the "Rights Agent"). All capitalized terms used herein, but not defined, shall have the meaning given to such terms in the Rights Agreement.

Amendment to Shareholder Rights Agreement (April 17th, 2015)

This Amendment to Shareholder Rights Agreement (the "Amendment") is entered into as of April 15, 2015, by and between CollabRx, Inc., a Delaware corporation (f/k/a Tegal Corporation) (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company, as successor rights agent to Registrar and Transfer Company (the "Rights Agent").

Amendment to Shareholder Rights Agreement (April 17th, 2015)

This Amendment to Shareholder Rights Agreement (the "Amendment") is entered into as of April 15, 2015, by and between CollabRx, Inc., a Delaware corporation (f/k/a Tegal Corporation) (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company, as successor rights agent to Registrar and Transfer Company (the "Rights Agent").

Amendment No. 2 to Shareholder Rights Agreement (February 5th, 2015)

This Amendment No. 2 to Shareholder Rights Agreement (the Amendment) is entered into as of February 5, 2015, by and between Courier Corporation, a Massachusetts corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

Amendment to Shareholder Rights Agreement (January 16th, 2015)

This Amendment to Shareholder Rights Agreement (the Amendment) is entered into as of January 16, 2015, by and between Courier Corporation, a Massachusetts corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

Amendment to Shareholder Rights Agreement (January 16th, 2015)

This Amendment to Shareholder Rights Agreement (the Amendment) is entered into as of January 16, 2015, by and between Courier Corporation, a Massachusetts corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

Neurometrix – Shareholder Rights Agreement (June 26th, 2014)

This Amendment No. 3 to Shareholder Rights Agreement (the "Amendment"), dated as of June 25, 2014, by and between NeuroMetrix, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC (the "Rights Agent"), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as amended as of September 8, 2009 and as of June 5, 2013, between the Company and the Rights Agent (as so amended, the "Rights Agreement").

Cell Therapeutics, Inc. – Second Amendment to Shareholder Rights Agreement (December 7th, 2012)

This SECOND AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT is made and entered into as of December 6, 2012 (this Amendment), between Cell Therapeutics, Inc., a Washington corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent). The capitalized terms used and not otherwise defined herein have the respective meanings given to them in that certain Shareholder Rights Agreement, between the Company and Rights Agent, dated as of December 28, 2009, as amended by that certain First Amendment to Shareholder Rights Agreement, between the Company and Rights Agent, dated August 31, 2012 (as so amended, the Rights Agreement).

Bryn Mawr Bank Corporation – Amendment to Shareholder Rights Agreement (November 21st, 2012)

This Amendment No. 1 to Shareholder Rights Agreement is effective as of November 16, 2012 ( Amendment), by and between Bryn Mawr Bank Corporation, a Pennsylvania corporation (the Company), and Computershare Shareowner Services LLC (f/k/a Mellon Shareowner Services LLC), as Rights Agent (the Rights Agent). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

Bryn Mawr Bank Corporation – Amendment to Shareholder Rights Agreement (November 21st, 2012)

This Amendment No. 1 to Shareholder Rights Agreement is effective as of November 16, 2012 ( Amendment), by and between Bryn Mawr Bank Corporation, a Pennsylvania corporation (the Company), and Computershare Shareowner Services LLC (f/k/a Mellon Shareowner Services LLC), as Rights Agent (the Rights Agent). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

Cell Therapeutics, Inc. – First Amendment to Shareholder Rights Agreement (September 4th, 2012)

This FIRST AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT is made and entered into as of August 31, 2012 (this Amendment), to be effective as of September 2, 2012, between Cell Therapeutics, Inc., a Washington corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent). The capitalized terms used and not otherwise defined herein have the respective meanings given to them in that certain Shareholder Rights Agreement, between the Company and Rights Agent, dated as of December 28, 2009 (the Rights Agreement).

National Technical Systems, Inc. – Amendment No. 3 to Shareholder Rights Agreement (August 28th, 2012)

This AMENDMENT NO. 3 TO SHAREHOLDER RIGHTS AGREEMENT (this "Amendment") is entered into as of August 24, 2012 and amends the shareholder rights agreement dated as of September 21, 2010 (as amended, restated or otherwise modified from time to time in accordance with its terms, the "Rights Agreement"), by and between National Technical Systems, Inc., a California corporation (together with its successors, the "Corporation"), and Computershare Trust Company, N.A., as Rights Agent (together with its permitted successors in such capacity, the "Rights Agent").

Myrexis Inc – First Amendment to Shareholder Rights Agreement Between Myrexis, Inc. And American Stock Transfer & Trust Company, Llc (March 30th, 2012)

This First Amendment to Shareholder Rights Agreement (the Amendment) is made as of this 29th day of March, 2012 by and between Myrexis, Inc. (f/k/a Myriad Pharmaceuticals, Inc.), a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement (as defined below).

Zoll Medical Corp – Amendment to Shareholder Rights Agreement (March 12th, 2012)

This Amendment to Shareholder Rights Agreement (the Amendment) is effective as of March 12, 2012, by and between ZOLL Medical Corporation, a Massachusetts corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

Amendment No. 1 to Shareholder Rights Agreement (March 9th, 2012)

This Amendment No.1 to Shareholder Rights Agreement, effective as of March 9, 2012 (the Amendment), amends the Shareholder Rights Agreement, dated August 11, 2011 (the Rights Agreement), by and between Aastrom Biosciences, Inc., a Michigan corporation (the Company), and Continental Stock Transfer & Trust Company (the Rights Agent). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

Contract (February 10th, 2012)
Scotts Liquid Gold – Second Amendment to Shareholder Rights Agreement (January 10th, 2012)

This Second Amendment to Shareholder Rights Agreement, dated as of January 6, 2012 (this Amendment) is between Scotts Liquid Gold-Inc., a Colorado corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the Rights Agent).

National Technical Systems, Inc. – Amendment No. 2 to Shareholder Rights Agreement (October 19th, 2011)

This AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT (this "Amendment") is entered into as of October 18, 2011 and amends the shareholder rights agreement dated as of September 21, 2010 (as amended, restated or otherwise modified from time to time in accordance with its terms, the "Rights Agreement"), by and between National Technical Systems, Inc., a California corporation (together with its successors, the "Corporation"), and Computershare Trust Company, N.A., as Rights Agent (together with its permitted successors in such capacity, the "Rights Agent").

National Technical Systems, Inc. – Amendment No. 1 to Shareholder Rights Agreement (June 28th, 2011)

This AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT (this "Amendment") is entered into as of June 27, 2011 and amends the shareholder rights agreement dated as of September 21, 2010 (as amended, restated or otherwise modified from time to time in accordance with its terms, the "Rights Agreement"), by and between National Technical Systems, Inc., a California corporation (together with its successors, the "Corporation"), and Computershare Trust Company, N.A., as Rights Agent (together with its permitted successors in such capacity, the "Rights Agent").

Albany Molecular Research, Inc. – Amendment to Shareholder Rights Agreement (June 1st, 2011)

provided, however, that (1) no Person engaged in business as an underwriter of securities shall be deemed the Beneficial Owner of any securities acquired through such Person's participation as an underwriter in good faith in a firm commitment underwriting until the expiration of forty (40) days after the date of such acquisition, and (2) no Person who is a director or an officer of the Company shall be deemed, as a result of his or her position as director or officer of the Company, the Beneficial Owner of any securities of the Company that are Beneficially Owned by any other director or officer of the Company and (3) Thomas E. D'Ambra shall not be deemed to Beneficially Own any shares of Common Stock of the Company underlying any equity awards granted to Dr. D'Ambra from and after March 23, 2011, by the Board of Directors of the Company or the Compensation Committee thereof or any shares of Common Stock of the Company acquired by Dr. D'Ambra upon the vesting or exercise of such award

Amendment No. 1 to Shareholder Rights Agreement (May 6th, 2011)

This Amendment No. 1, effective as of May 6, 2011 (the Amendment), amends the Shareholder Rights Agreement, dated as of June 23, 2009 (the Rights Agreement), between Plug Power Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company LLC, a New York Limited Liability Trust Company (the Rights Agent). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

Fremont Michigan Insura – Amendment No. 2 to Shareholder Rights Agreement (April 21st, 2011)

THIS AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENT (this Amendment) is entered into as of April 15, 2011, by and between FREMONT MICHIGAN INSURACORP, INC., a Michigan corporation (the Company), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation, as Rights Agent (the Rights Agent).

Amendment No. 1 to Shareholder Rights Agreement (March 22nd, 2011)

THIS AMENDMENT NO. 1, dated as of March 21, 2011 (this Amendment), between OVERLAND STORAGE, INC., a California corporation (the Corporation), and WELLS FARGO BANK, N.A., as Rights Agent (the Rights Agent), to the SHAREHOLDER RIGHTS AGREEMENT, dated as of August 22, 2005 (the Rights Agreement), between the Company and the Rights Agent.

Scotts Liquid Gold – Amendment to Shareholder Rights Agreement (February 22nd, 2011)

This Amendment to Shareholder Rights Agreement, dated as of February 15, 2011 (this Amendment) is between Scotts Liquid Gold-Inc., a Colorado corporation (the Company), and Wells Fargo Bank Minnesota, N.A., as Rights Agent (the Rights Agent).

Amendment to Shareholder Rights Agreement (February 11th, 2011)

This Amendment to Shareholder Rights Agreement (this Amendment) is entered into as of February 10, 2011, by and between Ezenia! Inc., a Delaware corporation (the Company), and Computershare Trust Company, N.A. (the Rights Agent).

Salary.com – Amendment to Shareholder Rights Agreement (September 1st, 2010)

This Amendment to Shareholder Rights Agreement (the Amendment) is effective as of August 31, 2010, by and between Salary.com, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company LLC (the Rights Agent).

Fremont Michigan Insura – Amendment No. 1 to Shareholder Rights Agreement (May 17th, 2010)

THIS AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT (the Amendment) is entered into effective as of May 13, 2010 by and between FREMONT MICHIGAN INSURACORP, INC., a Michigan corporation (the Company), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation, as Rights Agent (the Rights Agent), which term shall include any successor Rights Agent hereunder;

Neurometrix – Amendment to Shareholder Rights Agreement (September 14th, 2009)

THIS AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT (this Amendment) is entered into as of September 8, 2009, by and between NEUROMETRIX, INC., a Delaware corporation (the Company), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the Rights Agent).

Amendment to Shareholder Rights Agreement (May 2nd, 2008)

This Amendment to Shareholder Rights Agreement (the Amendment) is entered into as of May 1, 2008, by and between Moldflow Corporation, a Delaware corporation (the Company), and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.) (Computershare).

Zoll Medical Corp – Amendment No. 2 to Shareholder Rights Agreement (April 24th, 2008)

This Amendment No. 2 (the Amendment) to the Rights Agreement (as defined below) is entered into as of April 24, 2008, by and between ZOLL Medical Corporation, a Massachusetts corporation (the Company), and Computershare Trust Company, N.A. (as successor rights agent to State Street Bank and Trust Company), as Rights Agent (Computershare).

Thornburg Mortgage, Inc. Amendment to Shareholder Rights Agreement (April 2nd, 2008)

THIS AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENT (this Amendment) is made as of April 1, 2008 between THORNBURG MORTGAGE, INC., a Maryland corporation (the Company), and AMERICAN STOCK TRANSFER AND TRUST COMPANY, a New York banking corporation (the Rights Agent).