Rights Agreement Sample Contracts

Kaleido Biosciences, Inc. – Second Amended and Restated Investors Rights Agreement (January 11th, 2019)
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").

THERMOGENESIS Corp. – 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)
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, Bogota, 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)
Gossamer Bio, Inc. – Amended and Restated Investors Rights Agreement (December 21st, 2018)
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)
MiFi (Novatel Wireless, Inc) – 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 FRISCOS RESTAURANT GROUP, INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent (December 6th, 2018)
April 24, 2017 the Technology Partnership Plc Melbourn Science Park, Melbourn, Hertfordshire, SG8 6EE United Kingdom Attention: Dr. Sam Hyde, Managing Director Dear Sir, I Write With Reference to the Intellectual Property Rights Agreement Between the Technology Partnership Plc (TTP) and QBD (QSIP) Limited (QBD-IP) Made on March 4, 2014 (The IPR Agreement). This Letter Records Certain Proposed Amendments to the IPR Agreement That We Have Discussed. By Signing This Letter We Are Agreeing to the Revised Terms Set Out Herein, on Behalf of QBD-IP. If You on Behalf of TTP Also Agree to These Amended (December 5th, 2018)
Ardent Health Partners, LLC – Relative Rights Agreement (December 4th, 2018)
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)
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").

Amendment No. 5 to Rights Agreement (November 13th, 2018)

Amendment No. 5, dated as of November 13, 2018 (this "Amendment"), to the Rights Agreement, dated as of December 21, 2006, as amended (the "Rights Agreement"), by and between USG Corporation, a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as rights agent (successor rights agent to Computershare Investor Services, LLC, hereinafter, the "Rights Agent").

Amendment No. 5 to Rights Agreement (November 13th, 2018)

Amendment No. 5, dated as of November 13, 2018 (this "Amendment"), to the Rights Agreement, dated as of December 21, 2006, as amended (the "Rights Agreement"), by and between USG Corporation, a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as rights agent (successor rights agent to Computershare Investor Services, LLC, hereinafter, the "Rights Agent").

Equitrans Midstream Corp – EQUITRANS MIDSTREAM CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Rights Agreement Dated as of November 13, 2018 (November 13th, 2018)

Rights Agreement, dated as of November 13, 2018, between Equitrans Midstream Corporation, a Pennsylvania corporation (the Company), and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent).

Synthorx, Inc. – Amended and Restated Investors Rights Agreement (November 13th, 2018)
Nephros, Inc. – Specialty Renal Products, Inc. Investors' Rights Agreement (November 8th, 2018)

THIS INVESTORS' RIGHTS AGREEMENT (this "Agreement"), is made as of September 5, 2018, by and among Specialty Renal Products, 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.

Isoray – Amendment and Termination of Share Rights Agreement (November 8th, 2018)

This AMENDMENT AND TERMINATION OF SHARE RIGHTS AGREEMENT (this "Amendment"), dated as of November 7, 2018, is by and between IsoRay, Inc., a Minnesota corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the "Rights Agent"). Certain capitalized terms used but not defined in this Amendment are used as defined in the Rights Agreement (as defined below).

Lipocine Inc. – LIPOCINE INC. And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent AMENDED & RESTATED RIGHTS AGREEMENT Dated as of November 5, 2018 (November 7th, 2018)

Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 7 Section 3. Issue of Right Certificates 7 Section 4. Form of Right Certificates 9 Section 5. Countersignature and Registration 9 Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates; Uncertificated Rights 10 Section 7. Exercise of Rights, Purchase Price; Expiration Date of Rights 11 Section 8. Cancellation and Destruction of Right Certificates 12 Section 9. Availability of Shares of Preferred Stock 13 Section 10. Preferred Stock Record Date 14 Section 11. Adjustment of Purchase Price, Number and Kind of Shares and Number of Rights 14 Section 12. Certificate of Adjusted Purc

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").

Ardent Health Partners, LLC – Relative Rights Agreement (October 26th, 2018)
Harpoon Therapeutics, Inc. – Harpoon Therapeutics, Inc. Amended and Restated Investors Rights Agreement (October 24th, 2018)
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").

Beyond Meat, Inc. – Investors' Rights Agreement (October 16th, 2018)

THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (this "Agreement") is made as of October 5, 2018 by and among Beyond Meat, Inc. (f/k/a Savage River, Inc.), a Delaware corporation (the "Company"), each of the investors listed on Schedule A hereto (the "New Investors"), each of the investors listed on Schedule B hereto (the "Existing Investors" and, together with the New Investors, the "Investors"), and each of the stockholders or holders of options listed on Schedule C hereto (the "Key Holders").

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.