Rights Agreement Sample Contracts

Lyft, Inc. – LYFT, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT JUNE 27, 2018 (March 1st, 2019)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of June 27, 2018, by and among Lyft, Inc., a Delaware corporation (the “Company”) and the holders of the Company’s Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and/or Series I Preferred Stock as set forth on Schedule A hereto (each an “Investor” and collectively the “Investors”) along with the holders of the Company’s Common Stock set forth on Schedule B hereto (the “Founders”).

Horizon Pharma Plc – HORIZON PHARMA PUBLIC LIMITED COMPANY RIGHTS AGREEMENT Dated as of February 28, 2019 (February 28th, 2019)

RIGHTS AGREEMENT (the “Agreement”), dated as of February 28, 2019, between Horizon Pharma Public Limited Company, an Irish public limited company (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).

Versum Materials, Inc. – VERSUM MATERIALS, INC. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent Rights Agreement Dated as of February 28, 2019 (February 28th, 2019)

Rights Agreement, dated as of February 28, 2019 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”).

Versum Materials, Inc. – VERSUM MATERIALS, INC. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent Rights Agreement Dated as of February 28, 2019 (February 28th, 2019)

Rights Agreement, dated as of February 28, 2019 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), between Versum Materials, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”).

Wright Medical Group N.V. – CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT (February 27th, 2019)

THIS CONFIDENTIALITY, NON‑COMPETITION, NON-SOLICITATION, AND INTELLECTUAL PROPERTY RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 26, 2018 by and between Wright Medical Group, Inc., a Delaware corporation (together with all its subsidiaries and affiliates owned or controlled, directly or indirectly, now or in the future, the “Company”), and Andrew C. Morton (“Employee”).

Inogen Inc – INOGEN, INC. AMENDMENT NO. 2 TO NINTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (February 26th, 2019)

This Amendment No. 2 (this “Amendment”) to the Ninth Amended and Restated Investors’ Rights Agreement dated March 12, 2012, as amended (the “Rights Agreement”), is entered into effective as of December 10, 2018, by and among Inogen, Inc., a Delaware corporation (the “Company”), and certain of the Investors listed on Schedule A to the Rights Agreement.  Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.

Wealthbridge Acquisition Ltd – RIGHTS AGREEMENT (February 11th, 2019)

This Rights Agreement (this “Agreement”) is made as of February 5, 2019 between Wealthbridge Acquisition Limited, a British Virgin Islands company, with offices at Flat A, 6/F, Block A, Tonnochy Towers, No. 272 Jaffe Road, Wanchai, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).

Papa Johns International Inc – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (February 4th, 2019)

This AMENDMENT NO. 1 (this “Amendment”) to the Rights Agreement, dated as of July 22, 2018 (the “Rights Agreement”), by and between Papa John’s International, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), is entered into February 3, 2019.  Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.

Del Frisco's Restaurant Group, Inc. – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (February 4th, 2019)

Amendment No. 1, dated as of February 1, 2019 (this “Amendment”), to the Rights Agreement, dated as of December 5, 2018 (the “Rights Agreement”), between Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).

Del Frisco's Restaurant Group, Inc. – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (February 4th, 2019)

Amendment No. 1, dated as of February 1, 2019 (this “Amendment”), to the Rights Agreement, dated as of December 5, 2018 (the “Rights Agreement”), between Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).

Andina Acquisition Corp. III – RIGHTS AGREEMENT (January 31st, 2019)

Agreement made as of January 28, 2019 between Andina Acquisition Corp. III, a Cayman Islands exempted company, with offices at Calle 113 # 7-45 Torre B, Oficina 1012, Bogotá, Colombia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Right Agent”).

Avedro Inc – AVEDRO, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (January 18th, 2019)

THIS SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 26th day of April, 2018, by and among Avedro, Inc., a Delaware corporation (the “Company”) and each holder of the Company’s Series AA Preferred Stock, $0.00001 par value per share (the “Series AA Preferred Stock”) and Series BB Preferred Stock, $0.00001 par value per share (the “Series BB Preferred Stock”) and Series CC Preferred Stock, $0.00001 par value per share (the “Series CC Preferred Stock” and together with the Series AA Preferred Stock and Series BB Preferred Stock, the “Preferred Stock”) listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any additional party that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Cloud Peak Energy Inc. – RIGHTS AGREEMENT dated as of January 11, 2019 between CLOUD PEAK ENERGY INC., as the Company, and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (January 14th, 2019)

RIGHTS AGREEMENT, dated as of January 11, 2019, (this “Agreement”), by and between Cloud Peak Energy Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

Sohu.com Ltd – SOHU.COM LIMITED. AND THE BANK OF NEW YORK MELLON SHAREHOLDERS’ RIGHTS AGREEMENT (January 14th, 2019)

This Shareholder Rights Agreement (“Agreement”), is made between Sohu.com Limited, a Cayman Islands company (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as Rights Agent (the “Rights Agent”), as of January 14, 2019.

Kaleido Biosciences, Inc. – SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (January 11th, 2019)

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 21, 2018, by and among Kaleido Biosciences, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor,” and together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsection 6.9, the “Investors”).

Super League Gaming, Inc. – SUPER LEAGUE GAMING, INC. INVESTORS’ RIGHTS AGREEMENT (January 4th, 2019)

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of ___________________________, by and among Super League Gaming, Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s Common Stock listed on Schedule 1 hereto (the “Investors”).

Cesca Therapeutics Inc. – CARTXPRESS BIO, INC. INVESTORS’ RIGHTS AGREEMENT (January 4th, 2019)

THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 1st day of January 2019, by and among CARTXpress Bio, 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.”

Poseida Therapeutics, Inc. – POSEIDA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (January 4th, 2019)

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of this 19th day of March, 2018, by and among POSEIDA THERAPEUTICS, INC., a Delaware corporation (the “Company”), each of the persons and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), and each of the persons and entities listed on Schedule B hereto (each, a “Key Holder” and collectively the “Key Holders”).

Super League Gaming, Inc. – SUPER LEAGUE GAMING, INC. INVESTORS’ RIGHTS AGREEMENT (January 4th, 2019)

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of __________________, by and among Super League Gaming, Inc., a Delaware corporation (the “Company”), and the purchasers of the Company’s 9% Secured Convertible Promissory Notes (the “Investors”).

Andina Acquisition Corp. III – RIGHTS AGREEMENT (December 31st, 2018)

Agreement made as of __________, 2018 between Andina Acquisition Corp. III, a Cayman Islands exempted company, with offices at Calle 113 # 7-45 Torre B, Oficina 1012, Bogotá, Colombia (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Right Agent”).

Tcr2 Therapeutics Inc. – TCR2 THERAPEUTICS INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (December 28th, 2018)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 28th day of February, 2018, by and among TCR2 Therapeutics Inc., a Delaware corporation (the “Company”), 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 Series B Preferred Stock Purchase Agreement, dated as of the date hereof, by and among the Company and certain of the Investors (the “Purchase Agreement”)) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Harpoon Therapeutics, Inc. – HARPOON THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (December 27th, 2018)

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of November, 2018, by and among HARPOON THERAPEUTICS, 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 Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Gossamer Bio, Inc. – GOSSAMER BIO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 20, 2018 (December 21st, 2018)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of July 20, 2018, by and among Gossamer Bio, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”.

Wealthbridge Acquisition Ltd – RIGHTS AGREEMENT (December 21st, 2018)

This Rights Agreement (this “Agreement”) is made as of [*], 2018 between Wealthbridge Acquisition Limited, a British Virgin Islands company, with offices at Flat A, 6/F, Block A, Tonnochy Towers, No. 272 Jaffe Road, Wanchai, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).

ESSA Pharma Inc. – NOMINATION RIGHTS AGREEMENT (December 13th, 2018)

WHEREAS the Investor desires to purchase an aggregate of 20,000,000 securities comprised of a combination of Shares and pre-funded common share purchase warrants of the Corporation (the “Investment”) as part of a larger offering of Shares and pre-funded common share purchase warrants of the Corporation by way of a second amended and restated prospectus supplement dated January 5, 2018 to a short form base shelf prospectus dated December 22, 2015.

Harpoon Therapeutics, Inc. – HARPOON THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (December 12th, 2018)

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of November, 2018, by and among HARPOON THERAPEUTICS, 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 Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Inseego Corp. – AMENDMENT NO. 2 TO RIGHTS AGREEMENT (December 10th, 2018)

THIS AMENDMENT NO. 2 (the “Amendment”), dated as of December 4, 2018, to that certain Rights Agreement, dated as of January 22, 2018, by and between Inseego Corp., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”, which term shall include any successor rights agent hereunder), as amended by that certain Amendment No. 1 to Rights Agreement, dated as of August 6, 2018, by and between the parties hereto (collectively, the “Rights Agreement”), is being executed at the direction of the Company. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Rights Agreement.

Del Frisco's Restaurant Group, Inc. – RIGHTS AGREEMENT Dated as of December 5, 2018 between DEL FRISCO’S RESTAURANT GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent (December 6th, 2018)

This Rights Agreement (this “Agreement”), dated as of December 5, 2018, is between Del Frisco’s Restaurant Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).

Lyft, Inc. – LYFT, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT JUNE 27, 2018 (December 6th, 2018)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of June 27, 2018, by and among Lyft, Inc., a Delaware corporation (the “Company”) and the holders of the Company’s Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock and/or Series I Preferred Stock as set forth on Schedule A hereto (each an “Investor” and collectively the “Investors”) along with the holders of the Company’s Common Stock set forth on Schedule B hereto (the “Founders”).

Ardent Health Partners, LLC – RELATIVE RIGHTS AGREEMENT (December 4th, 2018)

THIS RELATIVE RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2018 (the “Closing Date”), among Barclays Bank PLC, as administrative agent under the ABL Credit Agreement (such term, and each other term used but not defined in this preamble or in the preliminary statements to this Agreement, having the meaning assigned thereto in Section 1.1), Barclays Bank PLC, as collateral agent under the ABL Credit Agreement, Barclays Bank PLC, as administrative agent under the Term Loan Agreement, U.S. Bank National Association, as trustee under the Indenture, and the Landlord, and acknowledged by each of the parties listed on the Schedule of Tenants attached hereto and incorporated herein by reference (collectively, the “Tenants”) and each of the parties listed on the Schedule of Guarantors attached hereto and incorporated herein by reference (collectively, the “Guarantors”, and together with the Tenants, the “Obligors”).

iKang Healthcare Group, Inc. – AMENDMENT NO. 5 TO RIGHTS AGREEMENT (November 29th, 2018)

AMENDMENT NO. 5 (this “Amendment”), dated as of November 29, 2018, to the Rights Agreement (the “Rights Agreement”), dated as of December 2, 2015 (as amended by Amendment No. 1 thereto dated as of November 28, 2016, Amendment No. 2 thereto dated as of November 29, 2017, Amendment No. 3 thereto dated as of March 26, 2018 and Amendment No. 4 thereto dated as of May 29, 2018), 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.

Kaleido Biosciences, Inc. – SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (November 21st, 2018)

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 21, 2018, by and among Kaleido Biosciences, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor,” and together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsection 6.9, the “Investors”).

Contango Oil & Gas Co – AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (November 21st, 2018)

This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is dated as of November 21, 2018 (the “Effective Date”) and amends the Rights Agreement, dated as of August 1, 2018 (the “Rights Agreement”), by and between Contango Oil & Gas Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, 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.

Insteel Industries Inc – INSTEEL INDUSTRIES, INC. AMENDMENT NO. 2 TO RIGHTS AGREEMENT (November 19th, 2018)

THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment No. 2”) is dated as of November 15, 2018 by and between Insteel Industries, Inc., a North Carolina corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (as successor rights agent to First Union National Bank, the “Rights Agent”).

Daktronics Inc /Sd/ – RIGHTS AGREEMENT between DAKTRONICS, INC. and EQUINITI TRUST COMPANY (November 16th, 2018)

This Rights Agreement, dated as of November 16, 2018 (the “Agreement”), is by and between Daktronics, Inc., a South Dakota corporation (the “Company”), and Equiniti Trust Company (the “Rights Agent”).