Rights Agreement Sample Contracts

Nocturne Acquisition CorpRIGHTS AGREEMENT (February 23rd, 2021)

This Rights Agreement (this “Agreement”) is made as of [ ], 2021 between Nocturne Acquisition Corporation, a Cayman Islands exempted company with number 367466, with offices at 7244 Carrizo Drive, La Jolla, CA 92037 (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”).

Gin & Luck Inc.AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENT (February 22nd, 2021)

THIS AMENDED & RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the [__] day of [____________], 20[__] by and among Gin & Luck Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto, the “Investors”), and the holders of Common Stock (defined below) listed on Schedule B hereto (each of which is referred to in this Agreement as a “Common Holder”).

Gain Therapeutics, Inc.Annex B Form of Investors’ Rights Agreement (February 19th, 2021)

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the July , 2020, by and among Gain 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 each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Prometheus Biosciences, Inc.AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (February 19th, 2021)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of October 30, 2020 by and among Prometheus Biosciences, Inc., a Delaware corporation formerly known as Precision IBD, Inc. (the “Company”), and each of the investors listed on SCHEDULE A hereto, each of which is referred to in this Agreement as an “Investor.”

Longboard Pharmaceuticals, Inc.INVESTORS’ RIGHTS AGREEMENT (February 19th, 2021)

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of October 27, 2020, by and among Longboard Pharmaceuticals, 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, solely for purposes of Sections 1.5, 1.19, 4, 5.5 and 6, Arena Pharmaceuticals, Inc. (“ARNA”).

Tribune Publishing CoAMENDMENT NO. 1 TO RIGHTS AGREEMENT (February 17th, 2021)

This Amendment No. 1 to Rights Agreement (the “Amendment”), dated as of February 16, 2021, is entered into by and between Tribune Publishing Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).

Aqua Metals, Inc.INVESTORS’ RIGHTS AGREEMENT (February 17th, 2021)

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 15, 2021, by and among LINICO Corporation, a Nevada 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.”

M&m Media, Inc.M&M Media, Inc. d/b/a/ Trebel Investors’ Rights Agreement December 18, 2017 INVESTORS’ RIGHTS AGREEMENT (February 12th, 2021)

This Investors’ Rights Agreement (this “Agreement”) is made as of December 18, 2017 by and among M&M Media, Inc., d/b/a/ Trebel, a Delaware corporation (the “Company”) and each Investor (as defined below).

Legacy Education Alliance, Inc.AMENDMENT TO RIGHTS AGREEMENT OF LEGACY EDUCATION ALLIANCE, INC. A Nevada Corporation (February 12th, 2021)

This AMENDMENT TO RIGHTS AGREEMENT is made and entered into as of __________________, 2021 (this “Amendment”), between Legacy Education Alliance, Inc., a Nevada corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the “Rights Agent”). The capitalized terms used and not otherwise defined herein have the respective meanings given to them in that certain Rights Agreement, between the Company and the Rights Agent, dated as of February 16, 2017 (the “Rights Agreement”).

SQZ Biotechnologies CoTHIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (February 9th, 2021)

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 19, 2019, by and among SQZ Biotechnologies Company, 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.

Cubic Corp /De/AMENDMENT NO. 1 TO RIGHTS AGREEMENT (February 9th, 2021)

This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is dated as of February 7, 2021 and amends that certain Rights Agreement, dated as of September 20, 2020 (the “Rights Agreement”), by and between Cubic Corporation, a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined herein have the meaning given to such terms in the Rights Agreement.

Nabors Industries LTDAMENDMENT NO. 2 TO RIGHTS AGREEMENT (February 5th, 2021)

THIS AMENDMENT NO. 2 (this “Amendment”), dated as of February 5, 2021, to the Rights Agreement, dated as of May 5, 2020, as amended (collectively, the “Rights Agreement”), by and between Nabors Industries Ltd., a Bermuda exempted company (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).

Oscar Health, Inc.TWELFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (February 5th, 2021)

This TWELFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made by and among Oscar Health, Inc. (formerly Mulberry Health 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 Class B 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”.

CREATIVE RIGHTS AGREEMENT (February 4th, 2021)

This Creative Rights Agreement ("Agreement"), dated this [EFFECTIVE DAY] day of [EFFECTIVE MONTH], [EFFECTIVE YEAR], is by [COMPANY NAME], a [COMPANY STATE OF FORMATION] [COMPANY ENTITY TYPE], with a principal business address at [COMPANY ADDRESS] ("Company") and [VENDOR NAME], a [VENDOR STATE OF FORMATION] [VENDOR ENTITY TYPE] with its principal business address at [VENDOR ADDRESS] ("Vendor"). These parties agree that all rights and benefits of Company in this Agreement also extend to its affiliated companies, [AFFILIATE 1], [AFFILIATE 2]. and [AFFILIATE 3], and Company's product Suppliers.

TSR IncFIRST AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT (February 4th, 2021)

THIS FIRST AMENDMENT TO AMENDED & RESTATED RIGHTS AGREEMENT (the “Amendment”), dated as of February 4, 2021, is entered into by and between TSR, Inc. (the “Corporation”) and Continental Stock Transfer & Trust Company (the “Rights Agent”).

Holicity Inc.INVESTORS’ rIGHTS AGREEMENT (February 2nd, 2021)

This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 2, 2021, by and among Astra Space, Inc., a Delaware corporation (the “Target”), Holicity Inc., a Delaware corporation (prior to the Effective Time, “Holicity” and, at and after the Effective Time, the “Company”) and certain Persons signatory hereto (and each other Person who, after the date hereof, acquires capital stock of the Company (or prior to the Closing, Holicity or the Target) and becomes party to this Agreement by executing a Joinder Agreement (such Persons, the “Stockholders”)).

Northern Star Acquisition Corp.SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (February 1st, 2021)

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of May 16th, 2016, by and among Barkbox, 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 (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Northern Star Acquisition Corp.BARKBOX, INC. FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (February 1st, 2021)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is entered into by and among Barkbox, Inc., a Delaware corporation (the “Company”), and the other signatories hereto (each an “Investor” and collectively, the “Investors”), to amend that certain Second Amended and Restated Investors’ Rights Agreement dated as of May 16, 2016, by and among the Company and the parties named therein (the “Agreement”). Capitalized terms used herein and not defined herein have the meanings ascribed to them in the Agreement.

Northern Star Acquisition Corp.BARKBOX, INC. THIRD AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (February 1st, 2021)

This Third Amendment to the Second Amended and Restated Investors’ Rights Agreement (the “Amendment”) is made and entered into as of December 16, 2020 by and among Barkbox, Inc., a Delaware corporation (the “Company”), and the undersigned, representing the holders of at least 63% of the Registrable Securities (as defined in the Rights Agreement, as defined below) outstanding on an as-converted basis (the “Requisite Holders”), and further amends that certain Second Amended and Restated Investors’ Rights Agreement, dated as of May 16, 2016, by and among the Company and the Investors listed on Schedule A thereto (as amended and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Rights Agreement”).

Vor Biopharma Inc.AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (February 1st, 2021)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 30th day of June, 2020, by and among Vor Biopharma 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.

Northern Star Acquisition Corp.BARKBOX, INC. SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (February 1st, 2021)

This Second Amendment to the Second Amended and Restated Investors’ Rights Agreement (the “Amendment”) is made and entered into as of November 27, 2020 by and among Barkbox, Inc., a Delaware corporation (the “Company”), and the undersigned, representing the holders of at least 63% of the Registrable Securities (as defined in the Rights Agreement, as defined below) outstanding on an as-converted basis (the “Requisite Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Second Amended and Restated Investors’ Rights Agreement, dated as of May 16, 2016, by and among the Company and the Investors listed on Schedule A thereto (as amended and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Rights Agreement”).

Sensei Biotherapeutics, Inc.AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (February 1st, 2021)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 29, 2020, by and among Sensei Biotherapeutics, 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 Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Gain Therapeutics, Inc.Annex B Form of Investors’ Rights Agreement (January 29th, 2021)

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the July , 2020, by and among Gain 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 each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Experience Investment Corp.FLY BLADE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT January 30, 2018 (January 29th, 2021)

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of January 30, 2018 and is between Fly Blade, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).

Schmitt Industries IncAMENDMENTS TO RIGHTS AGREEMENT (January 27th, 2021)

Amendment, dated as of January 25, 2021 (this “Amendment”), by and between Schmitt Industries, Inc. (the “Corporation”) and Broadridge Corporate Issuer Solutions, Inc., as duly appointed rights agent (the “Rights Agent”) to the Section 382 Rights Agreement, dated as of July 1, 2019 (the “Rights Agreement”), by and between the Corporation and the Rights Agent.

Chico's Fas, Inc.AMENDMENT NO. 1 TO RIGHTS AGREEMENT (January 25th, 2021)

This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”) is dated as of January 25, 2021 (the “Effective Date”) and amends that certain Rights Agreement, dated as of April 2, 2020 (the “Rights Agreement”), by and between Chico’s FAS, Inc., a Florida 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 herein have the meaning(s) given to them in the Rights Agreement.

Seer, Inc.AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (January 25th, 2021)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 9, 2020, by and among Seer, 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” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

MJ Holdings, Inc.REVENUE PARTICIPATIOIN RIGHTS AGREEMENT AMENDMENT #1 (January 22nd, 2021)

THAT REVENUE PARTICIPATION RIGHTS AGREEMENT is hereby AMENED as of this date to evidence the agreement of the parties to an abatement and forbearance as follows:

Goldenbridge Acquisition LTDRIGHTS AGREEMENT (January 20th, 2021)

This Rights Agreement (this “Agreement”) is made as of [*], 2021 between Goldenbridge Acquisition Limited, a British Virgin Islands company, with offices at 15/F, Aubin House, 171-172 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, 30th Floor, New York, NY 10004 (the “Right Agent”).

Decipher Biosciences, Inc.DECIPHER BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (January 19th, 2021)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of May 15, 2020 (the “Effective Date”), by and among DECIPHER BIOSCIENCES, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A attached hereto (each, an “Investor,” and collectively, the “Investors”).

Synaptogenix, Inc.RIGHTS AGREEMENT Dated as of January 19, 2021 between SYNAPTOGENIX, INC. and PHILADELPHIA STOCK TRANSFER, INC. as Rights Agent (January 19th, 2021)

This Rights Agreement (this “Agreement”), dated as of January 19, 2021, is between Synaptogenix, Inc., a Delaware corporation (the “Company”), and Philadelphia Stock Transfer, Inc., as rights agent (the “Rights Agent”).

Hovnanian Enterprises IncAMENDMENT NO. 2 TO RIGHTS AGREEMENT January 18, 2021 (January 19th, 2021)

This Amendment No. 2 (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, as amended by that certain Amendment No. 1 to Rights Agreement, dated as of January 11, 2018, is made and entered into as of January 18, 2021, and shall become effective on January 18, 2021.

Seer, Inc.AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (January 15th, 2021)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 9, 2020, by and among Seer, 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” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Vallon Pharmaceuticals, Inc.INVESTOR’S RIGHTS AGREEMENT (January 14th, 2021)

THIS INVESTOR’S RIGHTS AGREEMENT (this “Agreement”), is made as of July 25, 2019, by and among Vallon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Salmon Pharma GmbH, which is referred to in this Agreement as the “Investor”.

Sana Biotechnology, Inc.AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT SANA BIOTECHNOLOGY, INC. FEBRUARY 13, 2019 (January 13th, 2021)

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of February 13, 2019, by and among Sana Biotechnology, 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”.