Rights Agreement Sample Contracts

Union Acquisition Corp. – Rights Agreement (February 23rd, 2018)

This Rights Agreement (this Agreement) is made as of [*], 2018 between Union Acquisition Corp, a Cayman Islands exempted company with offices at 400 Madison Avenue, Suite 11A, New York, New York 10017 (the Company) and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (Rights Agent).

Independence Realty Trust, Inc – Exchange Rights Agreement (February 23rd, 2018)

THIS EXCHANGE RIGHTS AGREEMENT (this "Agreement"), dated as of June 30, 2017, is entered into by and among Independence Realty Trust, Inc., a Maryland corporation (the "Company"), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).

Dropbox, Inc. – Dropbox, Inc. Amended and Restated Investors Rights Agreement (February 23rd, 2018)

This Amended and Restated Investors Rights Agreement (this Agreement) is made and entered into as of January 30, 2014, by and among Dropbox, Inc., a Delaware corporation (the Company), and the persons and entities listed on Exhibit A attached hereto (the Investors).

LUBYS, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Rights Agreement Dated as of February 15, 2018 (February 16th, 2018)

This RIGHTS AGREEMENT, dated as of February 15, 2018 (this Agreement), is by and between Lubys, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC (the Rights Agent).

Zscaler, Inc. – Zscaler, Inc. Amended and Restated Investors Rights Agreement July 24, 2015 (February 16th, 2018)

This Amended and Restated Investors Rights Agreement (this Agreement) is made as of July 24, 2015, by and among Zscaler, Inc., a Delaware corporation (the Company), and the persons and entities (each, an Investor and collectively, the Investors) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.

RIGHTS AGREEMENT by and Between HOPTO INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Dated as of February 16, 2018 (February 16th, 2018)

Page No. Section 1. Certain Definitions. 1 Section 2. Appointment of the Rights Agent 8 Section 3. Issuance of Rights Certificates 8 Section 4. Form of Rights Certificates 10 Section 5. Countersignature and Registration 11 Section 6. Transfer, Split-Up, Combination, and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates 12 Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights 13 Section 8. Cancellation and Destruction of Rights Certificates 15 Section 9. Reservation and Availability of Capital Stock 15 Section 10. Preferred Shares Reco

Arcus Biosciences, Inc. – Arcus Biosciences, Inc. Amended and Restated Investors Rights Agreement (February 16th, 2018)

This Amended and Restated Investors Rights Agreement (the Agreement) is made as of November 3, 2017, by and among Arcus Biosciences, Inc., a Delaware corporation (the Company), the investors listed on Exhibit A hereto, each of which is herein referred to as an Investor and collectively as the Investors and the Key Holders (as defined below), each of whom is herein referred to as a Key Holder.

CORNING INCORPORATED INCENTIVE STOCK RIGHTS AGREEMENT (Time-Based Incentive Stock Right) (Terms and Conditions) (February 15th, 2018)

This Incentive Stock Rights Agreement ("Agreement") dated February 7, 2018 between Corning Incorporated ("Corning" or the "Corporation") and the employee named below is subject in all respects to Corning's 2012 Long-Term Incentive Plan as amended, a copy of which may be obtained from the Corporation's Secretary at One Riverfront Plaza, Corning, New York 14831.

Investors Rights Agreement by and Among Fts International, Inc., Senja Capital Ltd and Hampton Asset Holding Ltd. (February 6th, 2018)

This Investors Rights Agreement (this Agreement) is made and entered into as of February 1, 2018, by and among FTS International, Inc., a Delaware corporation (the Company), Senja Capital Ltd (Senja), and Hampton Asset Holding Ltd. (Hampton and together with Senja, the Investors).

Investors Rights Agreement by and Among Fts International, Inc., Maju Investments (Mauritius) Pte Ltd and Chk Energy Holdings, Inc. (February 6th, 2018)

This Investors Rights Agreement (this Agreement) is made and entered into as of February 1, 2018, by and among FTS International, Inc., a Delaware corporation (the Company), Maju Investments (Mauritius) Pte Ltd (Maju) and CHK Energy Holdings, Inc. (Chesapeake and together with Maju, the Investors).

MiFi (Novatel Wireless, Inc) – RIGHTS AGREEMENT Dated as of January 22, 2018 Between INSEEGO CORP. And COMPUTERSHARE TRUST COMPANY, N.A. As Rights Agent (January 22nd, 2018)

This Rights Agreement (this Agreement), dated as of January 22, 2018 is between Inseego Corp., a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent, which term shall include any successor Rights Agent hereunder), as Rights Agent.

Rights Agreement (January 16th, 2018)

This Rights Agreement (this Agreement), dated as of January 14, 2018, is between Avis Budget Group, Inc., a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

Amendment No. 1 to Rights Agreement (January 12th, 2018)

This Amendment No. 1 (this Amendment) is made as of January 11, 2018 to the Amended and Restated Rights Agreement, dated as of December 4, 2008, by and between National Fuel Gas Company, a New Jersey corporation (the Company), and Wells Fargo Bank, National Association, as successor to The Bank of New York (the Rights Agent and such agreement, the Rights Agreement).

Amendment No. 1 to Rights Agreement (January 12th, 2018)

This Amendment No. 1 (this Amendment) is made as of January 11, 2018 to the Amended and Restated Rights Agreement, dated as of December 4, 2008, by and between National Fuel Gas Company, a New Jersey corporation (the Company), and Wells Fargo Bank, National Association, as successor to The Bank of New York (the Rights Agent and such agreement, the Rights Agreement).

Cardlytics, Inc. – Cardlytics, Inc. Amended and Restated Investors Rights Agreement (January 12th, 2018)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of May 4, 2017, by and among CARDLYTICS, INC., a Delaware corporation (the Company), SCOTT GRIMES and LYNNE LAUBE, each of whom is herein referred to as a Founder, the holders of the Companys Series A-R Preferred Stock, Series B-R Preferred Stock Series C-R Preferred Stock (the Series C Holders), Series D-R Preferred Stock (the Series D Holders), Series E-R Preferred Stock, and Series F-R Preferred Stock (the Series F Holders) listed on Exhibit A attached hereto (collectively, the Existing Holders) and the purchasers of the Companys Series G Preferred Stock (the Series G Holders) and Series G Preferred Stock (the Series G Holders, and together with the Existing Holders, the Investors) listed on Exhibit A attached hereto.

Enterprise Bancorp Inc – Amendment No. 1 to Renewal Rights Agreement (January 11th, 2018)

This AMENDMENT NO. 1 TO RENEWAL RIGHTS AGREEMENT (this "Amendment") is dated as of January 5, 2018 and amends that certain Renewal Rights Agreement dated as of December 11, 2007 (the "Rights Agreement"), by and between Enterprise Bancorp, Inc., a Massachusetts corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent"). All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Rights Agreement.

Amendment No. 1 to Rights Agreement (January 11th, 2018)

This Amendment No. 1 (this "Amendment") to that certain rights agreement, by and between Hovnanian Enterprises, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as successor to National City Bank (the "Rights Agent"), dated as of August 14, 2008, is made and entered into as of January 11, 2018, and shall become effective on January 11, 2018.

resTORbio, Inc. – Amended and Restated Investors Rights Agreement (December 29th, 2017)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 29th day of November, 2017, by and among resTORbio, 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) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

ARMO BioSciences, Inc. – ARMO BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 11, 2017 (December 29th, 2017)

This AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of the 11th day of August, 2017, by and among ARMO BIOSCIENCES, 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.

Menlo Therapeutics, Inc. – Menlo Therapeutics Inc. Second Amended and Restated Investors' Rights Agreement (December 28th, 2017)

THIS SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made as of June 28, 2017, by and among Menlo Therapeutics Inc., a Delaware corporation (the "Company") and the investors listed on Schedule A hereto (each an "Investor" and collectively the "Investors").

Rights Agreement Between Immersion Corporation and Computershare Trust Company, N.A., Rights Agent Dated as of December 27, 2017 (December 27th, 2017)

This Agreement (this Agreement), dated as of December 27, 2017, between Immersion Corporation, a Delaware corporation (the Company), and Computershare Trust Company, N.A. (the Rights Agent).

Eyenovia, Inc. – Eyenovia, Inc. Amended and Restated Investors' Rights Agreement (December 19th, 2017)

This Amended and Restated Investors' Rights Agreement (this "Agreement") is dated as of September 27, 2017, and is between EYENOVIA, INC., a Delaware corporation (the "Company"), the holders of Series A Preferred Stock of the Company as listed on Schedule 1 hereto (the "Series A Investors"), the holders of Series A-2 Preferred Stock of the Company as listed on Schedule 2 hereto (the "Series A-2 Investors") and the investors listed on Schedule 3 hereto (the "Series B Investors" and together with the Series A Investors and the Series A-2 the "Investors" and each an "Investor").

Hancock Jaffe Laboratories, Inc. – Investors' Rights Agreement (December 14th, 2017)

THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement"), is made as of __________, 2015, by and among Hancock Jaffe Laboratories, Inc., a Delaware corporation (the "Company"), each of the investors signatory hereto as of the date hereof (each an "Investor") and each Investor that becomes a party to this Agreement in accordance with Section 6.8 hereof.

Hancock Jaffe Laboratories, Inc. – Investors' Rights Agreement (December 14th, 2017)

THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement"), is made as of __________, 2017, by and among Hancock Jaffe Laboratories, Inc., a Delaware corporation (the "Company"), each of the investors signatory hereto as of the date hereof (each an "Investor") and each Investor that becomes a party to this Agreement in accordance with Section 5.8 hereof.

Interval Leisure Group – Amendment No. 1 to Rights Agreement (December 6th, 2017)

This AMENDMENT NO. 1 dated as of December 6, 2017 (this Amendment) to the Rights Agreement, dated as of June 10, 2009 (the Rights Agreement), is made by and between ILG, Inc. (f/k/a Interval Leisure Group, Inc.), a Delaware corporation (the Company), and Computershare Inc., a Delaware corporation, as successor-in-interest to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC, as successor to The Bank of New York Mellon) (in its capacity as the rights agent, the Rights Agent). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning(s) given to them in the Rights Agreement.

resTORbio, Inc. – Amended and Restated Investors Rights Agreement (December 1st, 2017)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 29th day of November, 2017, by and among resTORbio, 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) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

iKang Healthcare Group, Inc. – Amendment No. 2 to Rights Agreement (November 29th, 2017)

AMENDMENT NO. 2 (this Amendment), dated as of November 29, 2017, to the Rights Agreement (the Rights Agreement), dated as of December 2, 2015, as amended by Amendment No.1 thereto dated November 28, 2016, by and between iKang Healthcare Group, Inc., a company incorporated under the laws of the Cayman Islands (the Company), and American Stock Transfer & Trust Company, L.L.C., a New York limited liability trust company, as Rights Agent (the Rights Agent). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Rights Agreement.

C&J Energy Services Ltd. – Amendment No. 1 to Rights Agreement (November 9th, 2017)

This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this Amendment) is dated as of November 7, 2017 (the Effective Date) and amends the Rights Agreement, dated as of January 6, 2017 (the Rights Agreement), by and between C&J Energy Services, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, 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.

Fairmount Santrol Holdings Inc. – Sand Lease and Rights Agreement (November 9th, 2017)

This Sand Lease and Rights Agreement (this "Lease") is entered into effective this 18th day of July, 2017 (the "Effective Date"), by and between the ESTATE OF LARRY LEONARD FERNANDES, DECEASED ("Estate"), WILLIAM DOUGLAS FERNANDES, JR. ("Will Fernandes"), KAREN LEE FERNANDES STONE ("Karen Lee Fernandes Stone"), HALLIE ANN FERNANDES NESOM ("Hallie Ann Fernandes Nesom"), EDWARD STREET FERNANDES ("Ed Fernandes," and together with the Estate, Karen Lee Fernandes Stone, Hallie Anne Fernandes Nesom and Will Fernandes, collectively referred to herein as the "Owner") and FML SAND LLC, an Ohio limited liability company, its successors and assigns ("FML").

Arsanis, Inc. – ARSANIS, INC. SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT Dated as of April 12, 2016 Amended as of November 3, 2017 (November 6th, 2017)

This Second Amended and Restated Investors Rights Agreement (this Agreement) is entered into as of 12th day of April, 2016, and amended as of November 3, 2017, by and among Arsanis, Inc., a Delaware corporation (the Company) and the individuals and entities listed on Exhibit A attached hereto (the Investors).

CM Seven Star Acquisition Corp – Rights Agreement (November 3rd, 2017)

This Rights Agreement (this "Agreement") is made as of October 25, 2017 between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company with offices at Suite 1003-1004, 10/F, ICBC Tower, Three Garden Road, Central, 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").

Multi-Color Corporation – INVESTORS RIGHTS AGREEMENT OF MULTI-COLOR CORPORATION Dated as of October 31, 2017 (November 3rd, 2017)

This Investors Rights Agreement (this Agreement), is made and entered into as of October 31, 2017, by and between Multi-Color Corporation, an Ohio corporation (the Company), and Constantia Flexibles Holding GmbH, a private limited liability company organized under the laws of Austria (the Investor and, together with each stockholder that becomes a party hereto from time to time, the Investors).

Select Energy Services, Inc. – Board Observation Rights Agreement (November 2nd, 2017)

THIS BOARD OBSERVATION RIGHTS AGREEMENT, dated as of November 1, 2017 (this Agreement), is entered into by and between Select Energy Services, Inc., a Delaware corporation (the Company), and White Deer Energy L.P., a Cayman Islands exempted limited partnership (White Deer). The Company and White Deer are herein referred to as the Parties. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Agreement and Plan of Merger, dated July 18, 2017 (the Merger Agreement), by and among the Company, Raptor Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (Corporate Merger Sub), SES Holdings, LLC, a Delaware limited liability company and a subsidiary of the Company, Raptor Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of SES Holdings, LLC (LLC Merger Sub), Rockwater Energy Solutions, Inc., a Delaware corporation (Rockwater), and Rockwater Energy Solutions, LLC, a Del

CM Seven Star Acquisition Corp – Rights Agreement (October 30th, 2017)

This Rights Agreement (this "Agreement") is made as of October 25, 2017 between CM Seven Star Acquisition Corporation, a Cayman Islands exempted company with offices at Suite 1003-1004, 10/F, ICBC Tower, Three Garden Road, Central, 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").

Menlo Therapeutics, Inc. – Menlo Therapeutics Inc. Second Amended and Restated Investors' Rights Agreement (October 30th, 2017)

THIS SECOND AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made as of June 28, 2017, by and among Menlo Therapeutics Inc., a Delaware corporation (the "Company") and the investors listed on Schedule A hereto (each an "Investor" and collectively the "Investors").