Rights Agreement Sample Contracts

Allogene Therapeutics, Inc. – Investors Rights Agreement (September 14th, 2018)
Anaplan, Inc. – Amended and Restated Investors Rights Agreement (September 14th, 2018)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of the 21st day of November, 2017, by and among Anaplan, Inc., a Delaware corporation (the Company), the investors listed on Schedule A hereto, each of which is herein referred to as an Investor and collectively as the Investors, and the holders of Common Stock (as defined below) listed on Schedule B hereto, each of which is herein referred to as a Common Holder and collectively as the Common Holders.

Kodiak Sciences Inc. – Kodiak Sciences Inc. Investors Rights Agreement (September 7th, 2018)

THIS INVESTORS RIGHTS AGREEMENT (this Agreement) is made and entered into as of September 8, 2015, by and among KODIAK SCIENCES INC., a Delaware corporation (the Company), and each of the stockholders of the Company that has delivered a signature page hereto (the Investors).

Guardant Health, Inc. – Amended and Restated Investors' Rights Agreement (September 6th, 2018)

THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (the "Agreement") is made as of the 9th day of May, 2017, by and among Guardant Health, Inc., a Delaware corporation (the "Company") and the investors listed on Schedule A hereto, each of which is herein referred to as an "Investor" and collectively as the "Investors".

Upwork Inc. – Elance-Odesk, Inc. Amended and Restated Investors Rights Agreement (September 6th, 2018)
Elastic N.V. – Elasticsearch Global B.V. Amended and Restated Investors Rights Agreement (September 5th, 2018)
Longevity Acquisition Corp – Rights Agreement (August 31st, 2018)

This Rights Agreement (this "Agreement") is made as of August 28, 2018 between Longevity Acquisition Corporation, a British Virgin Islands company, with offices at Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai People's Republic of China ("Company"), and Continental Stock Transfer& Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 ("Rights Agent").

Tsr – Rights Agreement (August 31st, 2018)

This RIGHTS AGREEMENT is dated as of August 29, 2018, by and between TSR, INC., a Delaware corporation (the "Corporation"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "Rights Agent").

Sutro Biopharma Inc – Sutro Biopharma, Inc. Third Amended and Restated Investors Rights Agreement (August 29th, 2018)

This Third Amended and Restated Investors Rights Agreement (the Agreement) is made as of May 24, 2018, by and among Sutro Biopharma, Inc., a Delaware corporation (the Company), and each of the persons and entities who have purchased shares of Series A Preferred Stock (the Series A Preferred), Series B Preferred Stock (the Series B Preferred), Series C Preferred Stock (the Series C Preferred), Series C-2 Preferred Stock (the Series C-2 Preferred), Series D Preferred Stock (the Series D Preferred), Series D-2 Preferred Stock (the Series D-2 Preferred) and Series E Preferred Stock (the Series E Preferred, and, together with the Series A Preferred, Series B Preferred, Series C Preferred, Series C-2 Preferred, Series D Preferred and Series D-2 Preferred, the Preferred Stock) of the Company (individually, a Purchaser, and collectively, the Purchasers).

Tsr – Rights Agreement (August 29th, 2018)

This RIGHTS AGREEMENT is dated as of August 29, 2018, by and between TSR, INC., a Delaware corporation (the "Corporation"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "Rights Agent").

Harmony Merger Corp. – Purchaser Rights Agreement (August 24th, 2018)

This PURCHASER RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2018, is entered into by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company"), and each of the parties set forth on the signature pages hereto under the heading "Purchasers" (the "Purchasers"). Each of NextDecade and the Purchasers are referred to herein as a "Party" and collectively as the "Parties."

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . COMMON STOCK PAR VALUE $0.01 COMMON STOCK Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * Certificate Number ZQ00000000 ASHFORD INC. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. (August 23rd, 2018)
Gritstone Oncology, Inc. – GRITSTONE ONCOLOGY, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT June 29, 2018 (August 23rd, 2018)

This AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of June 29, 2018, by and among Gritstone Oncology, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor and any Additional Purchaser (as defined in the Purchase Agreement (as defined below)) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Eventbrite, Inc. – Eventbrite, Inc. Amended and Restated Investors Rights Agreement (August 23rd, 2018)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT is made as of August 30, 2017, by and among Eventbrite, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor.

TKK SYMPHONY ACQUISITION Corp – Rights Agreement (August 21st, 2018)

This Rights Agreement (this "Agreement") is made as of August 15, 2018 between TKK Symphony Acquisition Corporation, a Cayman Islands exempted company with offices at c/o Texas Kang Kai Capital Management (Hong Kong) Limited, 2039, 2/F United Center, 95 Queensway Admiralty, Hong Kong (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 ("Rights Agent").

Principia Biopharma Inc. – Amended and Restated Investors Rights Agreement (August 17th, 2018)

This Amended and Restated Investors Rights Agreement (this Agreement) is made as of August 16, 2018, by and among Principia Biopharma Inc., a Delaware corporation (the Company), and the persons and entities (each, an Investor and collectively, the Investors) listed on Exhibit A hereto.

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . COMMON STOCK PAR VALUE $0.01 COMMON STOCK Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * Certificate Number ZQ00000000 ASHFORD INC. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. (August 16th, 2018)
Westmoreland Coal Company – Amendment No. 1 to the 382 Rights Agreement (August 16th, 2018)

THIS AMENDMENT NO. 1 (this "Amendment"), dated as of August 10, 2018, amends the 382 Rights Agreement, dated as of September 5, 2017 (the "Agreement"), by and between Westmoreland Coal Company, a Delaware corporation (the "Company"), and Broadridge Corporate Issuer Solutions, Inc., a Delaware corporation (the "Rights Agent"). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

Westmoreland Coal Company – Amendment No. 1 to the 382 Rights Agreement (August 16th, 2018)

THIS AMENDMENT NO. 1 (this "Amendment"), dated as of August 10, 2018, amends the 382 Rights Agreement, dated as of September 5, 2017 (the "Agreement"), by and between Westmoreland Coal Company, a Delaware corporation (the "Company"), and Broadridge Corporate Issuer Solutions, Inc., a Delaware corporation (the "Rights Agent"). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

Longevity Acquisition Corp – Rights Agreement (August 15th, 2018)

This Rights Agreement (this "Agreement") is made as of August [ ], 2018 between Longevity Acquisition Corporation, a British Virgin Islands company, with offices at Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai People's Republic of China ("Company"), and Continental Stock Transfer& Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 ("Rights Agent").

BioNano Genomics, Inc – FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 5, 2016 (August 15th, 2018)

This will confirm that in consideration of the Series D-1 Investors agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the Series D-1 Preferred Stock), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the Company), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the Purchase Agreement) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:

Urstadt Biddle Properties Inc. – URSTADT BIDDLE PROPERTIES INC. And COMPUTERSHARE INC. As Rights Agent Rights Agreement Dated as of August 13, 2018 (August 13th, 2018)
Allogene Therapeutics, Inc. – Investors Rights Agreement (August 10th, 2018)
Amendment No. 2 to 382 Rights Agreement (August 10th, 2018)

This Amendment No. 2 to 382 Rights Agreement (this "Amendment") is entered into as of August 7, 2018, by and between Windstream Holdings, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent").

ASHFORD INC. And COMPUTERSHARE TRUST COMPANY, N.A. (Rights Agent) Rights Agreement Dated as of August 8, 2018 (August 8th, 2018)

This Rights Agreement (this Agreement) dated as of August 8, 2018 is between Ashford Inc. (formerly known as Ashford Holding Corp.), a Maryland corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

Tottenham Acquisition I Ltd – Rights Agreement (August 7th, 2018)

This Rights Agreement (this "Agreement") is made as of August 1, 2018 between Tottenham Acquisition I Limited, a British Virgin Islands company, with offices at On Hing Building, 1-9 On Hing Terrance, Central, Hong Kong (the "Company"), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the "Right Agent").

Harmony Merger Corp. – Purchaser Rights Agreement (August 7th, 2018)

This PURCHASER RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2018, is entered into by and between NextDecade Corporation, a Delaware corporation ("NextDecade" or the "Company"), and HGC NEXT INV LLC, a Delaware limited liability company (the "Purchaser"). Each of NextDecade and the Purchaser are referred to herein as a "Party" and collectively as the "Parties."

MiFi (Novatel Wireless, Inc) – Amendment No. 1 to Rights Agreement (August 7th, 2018)
MiFi (Novatel Wireless, Inc) – Amendment No. 1 to Investors Rights Agreement (August 7th, 2018)
TKK SYMPHONY ACQUISITION Corp – Rights Agreement (August 6th, 2018)

This Rights Agreement (this "Agreement") is made as of ____, 2018 between TKK Symphony Acquisition Corporation, a Cayman Islands exempted company with offices at c/o Texas Kang Kai Capital Management ( Hong Kong) Limited, 2039, 2/F United Center, 95 Queensway Admiralty, Hong Kong (the "Company") and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 ("Rights Agent").

Amendment Ten to Rights Agreement (August 6th, 2018)

THIS AMENDMENT TEN TO RIGHTS AGREEMENT (this "Amendment"), dated August 6, 2018, is entered into by and between Astrotech Corporation, a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent"), pursuant to Section 27 of the Rights Agreement, dated as of July 29, 2009, as amended July 29, 2010, August 10, 2011, August 10, 2012, August 6, 2013, June 9, 2014, August 5, 2015, August 4, 2016, July 20, 2017, and February 22, 2018 (the "Rights Agreement"), between the Company and the Rights Agent.

Contango Oil & Gas Company – RIGHTS AGREEMENT Dated as of August 1, 2018 Between CONTANGO OIL & GAS COMPANY, as the Company, and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent (August 2nd, 2018)
Stock Settled Appreciation Rights Agreement (August 2nd, 2018)

THIS STOCK SETTLED APPRECIATION RIGHTS AGREEMENT (the "Agreement") is entered into as of the Grant Date set forth above by and between Agilysys, Inc., an Ohio corporation (the "Company"), and the Recipient set forth above ("you" or the "Recipient").

Sanchez Energy Corporation – Amendment No. 2 to Rights Agreement (August 1st, 2018)

This Amendment No. 2 (this Amendment), dated as of July 27, 2018, is made by and between Sanchez Energy Corporation, a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a stock transfer agent, as rights agent (the Rights Agent), to the Rights Agreement, dated as of July 28, 2015, between the Company and the Rights Agent (the Initial Rights Agreement) and as amended by Amendment No. 1 to the Rights Agreement, dated as of March 1, 2017 (the First Amendment and, together with the Initial Rights Agreement, the Rights Agreement). All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

BioNano Genomics, Inc – FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 5, 2016 (July 31st, 2018)

This will confirm that in consideration of the Series D-1 Investors agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the Series D-1 Preferred Stock), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the Company), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the Purchase Agreement) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows: