Rights Agreements Sample Contracts

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For Immediate Release News Corporation and the New News Corporation Execute Previously Announced Stockholder Rights Agreements (June 17th, 2013)

NEW YORK, NY, June 14, 2013 News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) (the Company) and new News Corporation today announced that, in advance of the separation of the Company into two distinct publicly traded companies (the Separation), 21st Century Fox (which will be the new name of the Company after the Separation) and the new News Corporation, the Company and the new News Corporation have each entered into the previously announced stockholder rights agreements as of June 14, 2013. In connection with the rights agreements, the Company and the new News Corporation will distribute one right for each outstanding share of their common stock held by all stockholders at the close of business on June 21, 2013, with the distribution conditioned upon the completion of the separation. Each right entitles the holder to purchase one one-thousandth of a share of 21st Century Fox Series A junior participating preferred stock or the new News Corporation Series A junior participating pr

ERHC Energy Inc – Form of NOTICE OF GUARANTEED DELIVERY for ERHC ENERGY, INC. SHAREHOLDER SUBSCRIPTION RIGHTS AGREEMENTS (December 27th, 2012)

This form, or one substantially equivalent to this form, must be used to exercise the non-transferable subscription rights (the "Rights") pursuant to the rights offering (the "Rights Offering", as described in the prospectus supplement dated December 27, 2012 (the "Prospectus Supplement") of ERHC Energy Inc., a Colorado corporation (the "Company"), if a holder of Rights cannot deliver the shareholder subscription rights agreement evidencing the Rights (the "Rights Agreement"), to the subscription agent listed below (the "Subscription Agent") at or prior to 5:00 p.m., central time, on January 31, 2013, unless such time is extended by the Company as described in the Prospectus Supplement (as it may be extended, the "Expiration Date"). Such form must be delivered by hand, first class mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent on or prior to the Expiration Date. See "The Rights Offering - Delivery of Subscription Materials and Paym

Contract (April 13th, 2012)

THIS FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTS (this Amendment) is made as of April 3, 2012, by and among Horizon Lines, LLC, a Delaware limited liability company (the Company), Horizon Lines, Inc. and its subsidiaries set forth on the signature page hereto (collectively, the Guarantors) and the Purchasers, governing each of the Companys (i) 11.0% Senior Secured Notes due 2016 and (ii) Second Lien Senior Secured Notes due 2016. The Company, the Guarantors and the Purchasers are sometimes referred to herein individually as a Party and collectively as the Parties. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Registration Rights Agreements (as herein defined).

Amended and Restated Investors Rights Agreement (May 23rd, 2011)

This Amended and Restated Investors Rights Agreement (this Agreement) is made as of June 25, 2010, by and between Ceres, Inc., a Delaware corporation (the Company) and Rothschild Trust Guernsey Limited as Trustee F/B/O The Ambergate Trust (Trust); Oxford Bioscience Partners II, L.P. (OBP II); Oxford Bioscience Partners (Bermuda) II, Limited Partnership (OBP Bermuda); Oxford Bioscience Partners (Adjunct) II, L.P. (OBP Adjunct); Oxford Bioscience Partners (GS-Adjunct) II, L.P. (GS-Adjunct); Oxford Bioscience Management Partners II (Oxford Management); The Robert B. Goldberg Revocable Living Trust (Goldberg); Gimv N.V. (Gimv); Adviesbeheer Gimv Life Sciences 2004 N.V. (Adviesbeheer); Artal Luxembourg S.A. (Artal); Quantum Industrial Partners LDC, a Cayman Island limited duration company (Quantum); SFM Domestic Investments LLC, a Delaware limited liability company (SFM); H&Q Healthcare Investors, a Massachusetts business trust (H&Q Healthcare); H&Q Life Sciences Investors, a Massachusetts

Celsius Holdings Inc – Addendum to Registration Rights Agreements (November 19th, 2009)

THIS ADDENDUM dated as of November 16, 2009 shall modify those certain registration rights agreements referenced herein by and between CELSIUS HOLDINGS, INC., a Nevada corporation (the "Company") and CDS VENTURES OF SOUTH FLORIDA, LLC, a Florida limited liability company (the "Investor").

Amendment to Registration Rights Agreements (February 20th, 2009)

This AMENDMENT TO REGISTRATION RIGHTS AGREEMENTS (the "Amendment") is made and entered into as of February 17, 2009, by and among ISCO International, Inc., a Delaware corporation (the "Company"), Manchester Securities Corporation, a New York corporation ("Manchester") and Alexander Finance, L.P., an Illinois limited partnership ("Alexander" and together with Manchester, the "Lenders").

Global It Holdings Inc – Waiver of Registration Statement Under Registration Rights Agreements (November 13th, 2006)

Reference is hereby made to those certain Registration Rights Agreements dated August 24, 2004 and December 1, 2005 (the "Agreement") entered into by and between Global IT Holdings, Inc., a Nevada corporation (the "Company"), and Advantage Capital Development Corp., a Nevada corporation (the "Holder"). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreements.

Cygnus Oil & Gas Corp – Touchstone Resources Liquation Damages of Registration Rights Agreements (July 26th, 2006)

Facts: Touchstone Resources USA, Inc. (the Company) offered Units to be sold for $11.00 and comprised of (i) one share of Series A Convertible Preferred Stock, $.001 par value, convertible into 10 shares of common stock, and (ii) one warrant to purchase 5 shares of common stock at an exercise price of $1.50 per share over a 36 month period, in a Confidential Private Placement Memorandum dated February 22, 2005.

Contract (March 10th, 2006)

March 7, 2006 Compliance Systems Corporation 90 Pratt Oval Glenn Cove, NY 11542 Attention: Dean Garfinkel Re: Securities Purchase Agreement (the "SPA") dated as of November 30, 2005 between Compliance Systems Corporation (the "Company") and Montgomery Equity Partners, Ltd. ("Montgomery"), and related agreements. Dear Sirs: This letter agreement will confirm our understanding regarding the SPA and certain other contracts entered into in connection with the SPA. In connection with the SPA, following agreements were executed: o An Investor Registration Rights Agreements ("Registration Rights Agreement") dated November 30, 2005 between the Company and Montgomery. o Escrow Agreement ("Escrow Agreement") between the Company, Montgomery, and David Gonzalez, Esq. (the "Escrow Agent") dated November 30, 2005. o An Insider Pledge and Escrow Agreement among the Company, Montgomery, the E

February 22, 2005 (August 24th, 2005)

In connection with the proposed merger of Accredo Health Incorporated (AHI) and a Medco Health Solutions, Inc. (Medco) wholly-owned subsidiary (the surviving subsidiary to be referred to herein as Accredo), as contemplated by the Agreement and Plan of Merger among Medco, Raptor Merger Sub, Inc. and AHI, dated as of February 22, 2005 (the Merger Agreement), I am delighted to confirm our agreement that you will be employed by Accredo as CEO upon the Effective Time (as defined in the Merger Agreement), reporting to Kenny Klepper. In your position, you will participate in, or be eligible for the compensation outlined below. All compensation is subject to applicable withholding.

[Company Letterhead] (August 8th, 2003)

This letter is an offer of employment in the capacity of Chief Accounting Officer for Digital Lightwave, Inc. or its assignees (the Company) but does not constitute an employment contract or any continued guarantee of employment.

List of Omitted Registration Rights Agreements (August 9th, 2002)