Rights Agreement Sample Contracts

Midsouth Bancorp – Observer Rights Agreement (October 31st, 2018)

This Observer Rights Agreement (this "Agreement") is dated as of October 26, 2018 by and between MidSouth Bancorp, Inc., a Louisiana corporation (the "Company"), and Jacobs Asset Management, LLC ("JAM").

Midsouth Bancorp – Observer Rights Agreement (October 31st, 2018)

This Observer Rights Agreement (this "Agreement") is dated as of October 26, 2018 by and between MidSouth Bancorp, Inc., a Louisiana corporation (the "Company"), and Basswood Capital Management, L.L.C. ("Basswood").

Alberton Acquisition Corp – Rights Agreement (October 29th, 2018)

This Rights Agreement (this "Agreement") is made as of October 23, 2018 between Alberton Acquisition Corporation, a British Virgin Islands corporation, with offices at Room 1001, 10/F, Capital Center, 151 Gloucester 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 Plaza, New York, New York 10004 (the "Right Agent").

Stock Settled Appreciation Rights Agreement (October 26th, 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").

Alberton Acquisition Corp – Rights Agreement (October 23rd, 2018)

This Rights Agreement (this "Agreement") is made as of [*], 2018 between Alberton Acquisition Corporation, a British Virgin Islands corporation, with offices at Room 1001, 10/F, Capital Center, 151 Gloucester 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 Plaza, New York, New York 10004 (the "Right Agent").

Axonics Modulation Technologies, Inc. – First Amendment to Fourth Amended and Restated Investors Rights Agreement (October 22nd, 2018)
Alberton Acquisition Corp – Rights Agreement (October 17th, 2018)

This Rights Agreement (this "Agreement") is made as of [*], 2018 between Alberton Acquisition Corporation, a British Virgin Islands corporation, with offices at Room 1001, 10/F, Capital Center, 151 Gloucester 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 Plaza, New York, New York 10004 (the "Right Agent").

Hudson Highland Group, Inc. – Rights Agreement (October 15th, 2018)

This Rights Agreement, dated as of October 15, 2018 (this "Agreement"), is made and entered into by and between Hudson Global, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent").

Hudson Highland Group, Inc. – Hudson Global Re-Adopts Rights Agreement to Protect Its Net Operating Losses Will Submit Rights Agreement for Stockholder Approval at Its 2019 Annual Meeting (October 15th, 2018)

NEW YORK, NY - October 15, 2018 (GLOBE NEWSWIRE) -- Hudson Global, Inc. (Nasdaq: HSON) ("Hudson" or the "Company"), a leading global talent solutions company, today announced that its Board of Directors (the "Board") has adopted and the Company has entered into a Rights Agreement (the "Rights Agreement") with Computershare Trust Company, N.A., as rights agent, designed to preserve the value of the Company's significant U.S. net operating loss carryforwards ("NOLs") and other tax benefits. Hudson intends to seek stockholder approval of the Rights Agreement at its 2019 annual meeting of stockholders, although the Rights Agreement will be effective immediately pursuant to its terms.

Charah Solutions, Inc. – Information Rights Agreement (October 10th, 2018)
Alberton Acquisition Corp – Rights Agreement (October 9th, 2018)

This Rights Agreement (this "Agreement") is made as of [*], 2018 between Alberton Acquisition Corporation, a British Virgin Islands corporation, with offices at Room 1001, 10/F, Capital Center, 151 Gloucester 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 Plaza, New York, New York 10004 (the "Right Agent").

Axonics Modulation Technologies, Inc. – Axonics Modulation Technologies, Inc. Fourth Amended and Restated Investors Rights Agreement March 29, 2018 (October 5th, 2018)
SI-BONE, Inc. – Si-Bone, Inc. Amended and Restated Investors Rights Agreement June 2, 2016 (October 5th, 2018)
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. (October 5th, 2018)
Barnes & Noble – RIGHTS AGREEMENT Dated as of October 3, 2018 Between BARNES & NOBLE, INC. And COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (October 4th, 2018)

RIGHTS AGREEMENT dated as of October 3, 2018 (as amended, supplemented or otherwise modified from time to time, the "Rights Agreement"), between BARNES & NOBLE, INC., a Delaware corporation (the "Company"), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the "Rights Agent").

Stellar Acquisition III Inc. – Phuncoin, Inc. Token Rights Agreement (October 2nd, 2018)

THIS SECURITIES INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

Gamida Cell Ltd. – Amended and Restated Investors' Rights Agreement (September 28th, 2018)

THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT is made as of July 3, 2017, by and among Gamida Cell Ltd., an Israeli company (the "Company"), and the Investors listed on Schedule A hereto (including any additional Investor that becomes a party to this Agreement following the date hereof in accordance with Section 5.9 hereof), each of which is referred to in this Agreement as an "Investor".

Iteris – Amendment No. 2 to Rights Agreement (September 28th, 2018)

This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this Amendment) is entered into as of September 28, 2018 (the Effective Date), and amends that certain Rights Agreement, dated as of August 20, 2009, by and between ITERIS, INC., a Delaware corporation (the Company), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as Rights Agent (the Rights Agent), as amended by that certain Amendment No. 1 to Rights Agreement, dated as of August 8, 2012 (as so amended, the Rights Agreement). Capitalized terms used in this Amendment and not otherwise defined herein have the meaning(s) given to them in the Rights Agreement.

LogicBio Therapeutics, Inc. – Investors Rights Agreement (September 25th, 2018)
Kodiak Sciences Inc. – Kodiak Sciences Inc. Investors Rights Agreement (September 24th, 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).

SI-BONE, Inc. – Si-Bone, Inc. Amended and Restated Investors Rights Agreement June 2, 2016 (September 20th, 2018)
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").

Axonics Modulation Technologies, Inc. – Axonics Modulation Technologies, Inc. Fourth Amended and Restated Investors Rights Agreement March 29, 2018 (August 28th, 2018)
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."

Gamida Cell Ltd. – Amended and Restated Investors' Rights Agreement (August 24th, 2018)

THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT is made as of July 3, 2017, by and among Gamida Cell Ltd., an Israeli company (the "Company"), and the Investors listed on Schedule A hereto (including any additional Investor that becomes a party to this Agreement following the date hereof in accordance with Section 5.9 hereof), each of which is referred to in this Agreement as an "Investor".

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)