Rights Agreement Sample Contracts

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Sogou Inc. – Exclusive Equity Interest Purchase Rights Agreement Among Beijing Sogou Technology Development Co., Ltd and Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, and Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 (October 13th, 2017)

This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred to as the Agreement) is entered into by and among the following parties on December 2nd, 2013:

Bandwidth Inc. – BANDWIDTH.COM, Inc. Investors Rights Agreement February 22, 2011 (October 13th, 2017)

THIS INVESTORS RIGHTS AGREEMENT (the Agreement) is made as of February 22, 2011, by and among Bandwidth.com, Inc., a Delaware corporation (the Company), Carmichael Investment Partners, LLC, a Delaware limited liability company, (individually Carmichael or the Investor or, together with any subsequent successors or transferees, who become parties hereto pursuant to Section 6.1 below, the Investors) and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a Key Holder.

Apellis Pharmaceuticals, Inc. – Amended and Restated Investors Rights Agreement (October 13th, 2017)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT is made as of the 7th day of August, 2017, by and among Apellis Pharmaceuticals, 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 Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Spero Therapeutics, Inc. – Spero Therapeutics, Inc. Investors Rights Agreement June 30, 2017 (October 6th, 2017)

THIS INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of the 30th day of June, 2017, by and among Spero 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.

Allena Pharmaceuticals, Inc. – Allena Pharmaceuticals, Inc. SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (October 6th, 2017)

THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of the 25th day of November, 2015 by and among Allena Pharmaceuticals, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as Investors pursuant to Section 6.9 below, the Investors).

Aquantia Corp – Amended and Restated Investors Rights Agreement (October 6th, 2017)

This Amended and Restated Investors Rights Agreement (this Agreement) is made and entered into as of March 25, 2015, by and among Aquantia Corp., a Delaware corporation (the Company), and the persons and entities listed on Exhibit A attached hereto (the Investors).

Black Ridge Acquisition Corp. – Rights Agreement (October 5th, 2017)

Agreement made as of October 4, 2017 between Black Ridge Acquisition Corp., a Delaware corporation, with offices at 110 North 5th Street, Suite 410, Minneapolis, Minnesota 55403 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 ("Right Agent").

Endocyte – Registration Rights Agreement (October 2nd, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of September 29, 2017, by and among Endocyte, Inc., a Delaware corporation (the "Company"), and ABX advanced biochemical compounds - Biomedizinische Forschungsreagenzien GmbH, a company organized under the laws of Germany ("ABX").

Forescout Technologies, Inc – Amended and Restated Investors' Rights Agreement (October 2nd, 2017)

THIS AGREEMENT (the "Agreement") is made as of November 25, 2015, by and among ForeScout Technologies, Inc., a Delaware corporation (the "Company"), each Person listed in Schedule A attached hereto (together, the "Founders"), and each Person listed in Schedule B attached hereto (together, the "Investors"). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 10 hereof.

Amendment No. 1 to Tax Asset Protection Rights Agreement (September 29th, 2017)

Amendment No. 1, dated as of September 28, 2017 (this Amendment), to the Tax Asset Protection Rights Agreement, dated as of February 8, 2017 (the Rights Agreement), between comScore, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent.

Sea Ltd – Fifth Amended and Restated Investors Rights Agreement (September 22nd, 2017)

This FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement) is entered into as of April 8, 2017 among the following Parties:

Black Ridge Acquisition Corp. – Rights Agreement (September 22nd, 2017)

Agreement made as of _____, 2017 between Black Ridge Acquisition Corp., a Delaware corporation, with offices at 110 North 5th Street, Suite 410, Minneapolis, Minnesota 55403 ("Company"), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 ("Right Agent").

MongoDB, Inc. – Fifth Amended and Restated Investors Rights Agreement (September 21st, 2017)

THIS FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT is made as of the 2nd day of October, 2013, by and among MongoDB, 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.

AMENDED & RESTATED RIGHTS AGREEMENT Dated as of September 18, 2017 by and Between Fred's, Inc., as the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (September 18th, 2017)

AMENDED & RESTATED RIGHTS AGREEMENT, dated as of September 18, 2017, (this "Agreement"), by and between Fred's, Inc., a Tennessee corporation (the "Company"), and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent").

CarGurus, Inc. – Cargurus, Inc. Amended and Restated Investors Rights Agreement (September 15th, 2017)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement), is made as of the 23rd day of August, 2016, by and among CarGurus, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as Investors pursuant to Subsection 6.9 below, the Investors).

Hong Kong Highpower Tech Inc – RIGHTS AGREEMENT by and Between HIGHPOWER INTERNATIONAL, INC. And CORPORATE STOCK TRANSFER, INC. As Rights Agent Dated as of September 12, 2017 (September 13th, 2017)

Page No. Section 1. Certain Definitions 4 Section 2. Appointment of the Rights Agent 11 Section 3. Issuance of Rights Certificates 11 Section 4. Form of Rights Certificates 13 Section 5. Countersignature and Registration 14 Section 6. Transfer, Split-Up, Combination, and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates 15 Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights 16 Section 8. Cancellation and Destruction of Rights Certificates 18 Section 9. Reservation and Availability of Capital Stock 18 Section 10. Preferred Shares Record Date 20 Section 11. Adjustment of Purchase Price,

Rights Agreement (September 1st, 2017)

This Rights Agreement (this Agreement), dated as of August 31, 2017, is between Tenet Healthcare Corporation, a Nevada corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

ACORDA THERAPEUTICS, INC. And COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Rights Agreement Dated as of August 31, 2017 (September 1st, 2017)

Rights Agreement, dated as of August 31, 2017 (as amended, supplemented or otherwise modified from time to time, the Agreement), between Acorda Therapeutics, Inc., a Delaware corporation (the Company), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as rights agent (the Rights Agent).

Restoration Robotics Inc – RESTORATION ROBOTICS, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT February 7, 2013 (September 1st, 2017)

This Amended and Restated Investors Rights Agreement (this Agreement) is made and entered into as of February 7th, 2013 by and among Restoration Robotics, Inc., a Delaware corporation (the Company), and the holders of the Companys Preferred Stock identified on Exhibit A attached hereto (the Investors). Other capitalized terms used in this Agreement have the meanings ascribed to them in Section 4.1.

Despegar.com, Corp. – Sixth Amended and Restated Investors Rights Agreement (August 31st, 2017)

WHEREAS, the Company is party to that certain Fifth Amended and Restated Investors Rights Agreement, dated as of March 6, 2015, by and among the Company and the holders of the Ordinary Shares listed on Schedules A, B, C and D thereto, as amended through the date of this Agreement, (the Fifth Amended and Restated Investors Rights Agreement);

Apellis Pharmaceuticals, Inc. – Amended and Restated Investors Rights Agreement (August 30th, 2017)

THIS AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT is made as of the 7th day of August, 2017, by and among Apellis Pharmaceuticals, 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 Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.

Spero Therapeutics, Inc. – Spero Therapeutics, Inc. Investors Rights Agreement June 30, 2017 (August 25th, 2017)

THIS INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of the 30th day of June, 2017, by and among Spero 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.

I-AM CAPITAL ACQUISITION Co – Rights Agreement (August 22nd, 2017)

This Rights Agreement (this "Agreement") is made as of August 16, 2017 between I-AM Capital Acquisition Company, a Delaware corporation, with offices at 1345 Avenue of the Americas, 2nd Floor, New York, NY 10105 (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").

Krystal Biotech, Inc. – Investors Rights Agreement (August 21st, 2017)

THIS INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of August 7, 2017 by and among KRYSTAL BIOTECH, INC., a Delaware corporation (the Company) the investors listed on Schedule A hereto (each an Investor and collectively the Investors) and those persons listed on Schedule B hereto (each, a Founder, and collectively, the Founders).

Allena Pharmaceuticals, Inc. – Allena Pharmaceuticals, Inc. SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (August 18th, 2017)

THIS SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Agreement) is made as of the 25th day of November, 2015 by and among Allena Pharmaceuticals, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as Investors pursuant to Section 6.9 below, the Investors).

Restoration Robotics Inc – RESTORATION ROBOTICS, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT February 7, 2013 (August 15th, 2017)

This Amended and Restated Investors Rights Agreement (this Agreement) is made and entered into as of February 7th, 2013 by and among Restoration Robotics, Inc., a Delaware corporation (the Company), and the holders of the Companys Preferred Stock identified on Exhibit A attached hereto (the Investors). Other capitalized terms used in this Agreement have the meanings ascribed to them in Section 4.1.

Hydra Industries Acquisition Corp. – Rights Agreement (August 14th, 2017)

This RIGHTS AGREEMENT, dated as of August 13, 2017 (this "Agreement"), is by and between Inspired Entertainment, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company (the "Rights Agent").

I-AM CAPITAL ACQUISITION Co – Rights Agreement (August 14th, 2017)

This Rights Agreement (this "Agreement") is made as of August [ ], 2017 between I-AM Capital Acquisition Company, a Delaware corporation, with offices at 1345 Avenue of the Americas, 2nd Floor, New York, NY 10105 (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").

Sogou Inc. – Exclusive Equity Interest Purchase Rights Agreement Among Beijing Sogou Technology Development Co., Ltd and Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, and Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 (August 14th, 2017)

This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred to as the Agreement) is entered into by and among the following parties on December 2nd, 2013:

Atlantic Acquisition Corp. – Rights Agreement (August 11th, 2017)

This Rights Agreement (this "Agreement") is made as of August 8, 2017 between Atlantic Acquisition Corp., a Delaware corporation, with offices at 1250 Broadway, 36th Floor, New York, NY 10001 (the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the "Right Agent").

Quintana Energy Services Inc. – Form of Second Amended and Restated Equity Rights Agreement (August 9th, 2017)

This Second Amended and Restated Equity Rights Agreement (this Agreement) is made and entered into on , 2017, by and among Quintana Energy Services Inc. (the Company), Quintana Energy Partners, L.P., a Cayman Islands limited partnership (QES Fund), Quintana Energy FundFI, LP, a Cayman Islands limited partnership (FI Fund), Quintana Energy FundTE, LP, a Cayman Islands limited partnership (TE Fund, and together with QES Fund and FI Fund, the Quintana Funds), Archer Holdco LLC, a Texas limited liability company (Archer Holdco), Geveran Blocker, LLC, a Delaware limited liability company (Geveran), and Robertson QES Investment LLC, a Delaware limited liability company (the Robertson Investor and, together with the Company, the Quintana Funds, Archer Holdco and Geveran, the Parties).

MongoDB, Inc. – Fifth Amended and Restated Investors Rights Agreement (August 2nd, 2017)

THIS FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT is made as of the 2nd day of October, 2013, by and among MongoDB, 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.

Imperial Holdings – Board Rights Agreement (August 1st, 2017)

This BOARD RIGHTS AGREEMENT (as amended, supplemented or otherwise modified from time to time, this Agreement), dated as of July 28, 2017, is entered into by and between Emergent Capital, Inc., a Florida corporation (Emergent) and Evermore Global Advisors, LLC, a Delaware limited liability company (the Evermore Investor). Both Emergent and the Evermore Investor may also be referred to herein as a Party and collectively as the Parties.

Imperial Holdings – Board Rights Agreement (August 1st, 2017)

This BOARD RIGHTS AGREEMENT (as amended, supplemented or otherwise modified from time to time, this Agreement), dated as of July 28, 2017, is entered into by and among (a) Emergent Capital, Inc., a Florida corporation (Emergent), (b) PJC Investments, LLC, a Texas limited liability company (on behalf of itself and InvestCo 1, LLC, a Delaware limited liability company) (PJC) and (c) JSARCo, LLC, a Delaware limited liability company (JSARCo) (PJC and JSARCo are jointly referred to as the Investor). Each of Emergent, PJC and JSARCo may also be referred to herein as a Party and collectively as the Parties.

Amendment No. 2 to Rights Agreement (July 31st, 2017)

This AMENDMENT NO. 2 to RIGHTS AGREEMENT (this Amendment), by and between Discovery Communications, Inc., a Delaware corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the Rights Agent), is effective this 30th day of July, 2017.