Section 382 Rights Agreement Sample Contracts

Mitek Systems Inc – AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT (February 28th, 2019)

THIS AMENDMENT NO. 1 (the “Amendment”), dated as of February 28, 2019, to the Section 382 Rights Agreement (the “Rights Agreement”), dated as of October 23, 2018, between Mitek Systems, Inc., 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), is being executed at the direction of the Company.

Centurylink, Inc – CenturyLink, Inc. and Computershare Trust Company, N.A. Section 382 Rights Agreement Dated as of February 13, 2019 (February 14th, 2019)
Broadwind Energy, Inc. – SECOND AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (February 12th, 2019)

THIS SECOND AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of February 7, 2019, by and between Broadwind Energy, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company , formerly Wells Fargo, National Association, as rights agent (the “Rights Agent”).

Mitek Systems Inc – SECTION 382 RIGHTS AGREEMENT (October 23rd, 2018)

This SECTION 382 RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2018 is between Mitek Systems, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), as Rights Agent.

Walter Investment Management Corp – AMENDMENT NO. 2 TO AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT (February 9th, 2018)

This AMENDMENT NO. 2 (this “Amendment”) is entered into as of February 9, 2018, by and between Walter Investment Management Corp., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”), and amends and modifies that certain Rights Agreement (as defined below). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning(s) ascribed to them in the Rights Agreement.

Howard Hughes Corp – AMENDMENT NO. 2 TO SECTION 382 RIGHTS AGREEMENT (January 2nd, 2018)

Amendment No. 2, dated as of January 2, 2018 (this “Amendment”), to the Section 382 Rights Agreement, dated as of February 27, 2012, and previously amended by Amendment No. 1, dated as of February 26, 2015 (collectively, the “Rights Agreement”), by and between The Howard Hughes Corporation (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

Walter Investment Management Corp – AMENDMENT NO. 1 TO AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT (November 9th, 2017)

This AMENDMENT NO. 1 (this “Amendment”) is entered into as of November 9, 2017, by and between Walter Investment Management Corp., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”), and amends and modifies that certain Rights Agreement (as defined below). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to them in the Rights Agreement.

CNO Financial Group, Inc. – THIRD AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT (October 4th, 2017)

This Third Amended and Restated Section 382 Rights Agreement, dated as of October 3, 2017 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between CNO Financial Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), amends and restates effective as of November 13, 2017 that certain Second Amended and Restated Section 382 Rights Agreement, dated as of November 13, 2014 (the “Second A&R Rights Agreement”) between the Company and the Rights Agent, which amended and restated that certain Amended and Restated Section 382 Rights Agreement, dated as of December 6, 2011 (the “First A&R Rights Agreement”), which amended and restated that certain Section 382 Rights Agreement, dated as of January 20, 2009 (the “Original Rights Agreement”) between the Company and the Rights Agent.

Special Diversified Opportunities Inc. – AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (May 26th, 2017)

THIS AMENDMENT (this “Amendment”), entered into as of the 26th day of May, 2017, by and between SPECIAL DIVERSIFIED OPPORTUNITIES INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Rights Agent”), amends that certain Section 382 Rights Agreement, dated as of April 28, 2016 (as amended, the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.

Special Diversified Opportunities Inc. – AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (April 21st, 2017)

THIS AMENDMENT (this “Amendment”), entered into as of the 17th day of April, 2017, by and between SPECIAL DIVERSIFIED OPPORTUNITIES INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Rights Agent”), amends that certain Section 382 Rights Agreement, dated as of April 28, 2016 (the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.

Enzon Pharmaceuticals, Inc. – SECOND AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (March 24th, 2017)

This SECOND AMENDMENT TO Section 382 Rights Agreement, dated as of December 8, 2016 (and effective as of 12:01 A.M., New York City time, on such date) (this “Amendment”), is made and entered into by and between Enzon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”). Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Section 382 Rights Agreement (as defined below).

Onvia Inc – SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT between ONVIA, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of March 20, 2017 (March 21st, 2017)

This SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT, dated as of March 20, 2017 (the “Agreement”), between Onvia, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), amends and restates that certain Amended and Restated Section 382 Rights Agreement, dated as of April 24, 2014 (the “First Amended and Restated Rights Agreement”) between the Company and the Rights Agent.

Onvia Inc – SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT between ONVIA, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of March 20, 2017 (March 21st, 2017)

This SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT, dated as of March 20, 2017 (the “Agreement”), between Onvia, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), amends and restates that certain Amended and Restated Section 382 Rights Agreement, dated as of April 24, 2014 (the “First Amended and Restated Rights Agreement”) between the Company and the Rights Agent.

Walter Investment Management Corp – AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT WALTER INVESTMENT MANAGEMENT CORP. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of November 11, 2016 (November 15th, 2016)

This Amended and Restated Section 382 Rights Agreement, dated as of November 11, 2016 (as amended, supplemented or otherwise modified from time to time, this “Rights Agreement”) between Walter Investment Management Corp., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A. a federally chartered trust company, as Rights Agent (the “Rights Agent”), amends and restates that certain Rights Agreement, dated as of June 29, 2015, as amended by Amendment No. 1, dated as of November 16, 2015, Amendment No. 2, dated as of November 22, 2015 and Amendment No. 3, dated as of June 28, 2016, between the Company and the Rights Agent (as amended, the “Original Rights Agreement”).

Institutional Financial Markets, Inc. – Section 382 Rights Agreement Dated as of August 3, 2016 (August 3rd, 2016)

WHEREAS, the Company has generated NOLs and NCLs (each, as defined in Section 1 hereof) for United States federal income tax purposes, and such NOLs and NCLs may potentially provide valuable tax benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and NCLs and certain other tax benefits and, in furtherance of such objective, the Company desires to enter into this Agreement; and

Micron Technology Inc – SECTION 382 RIGHTS AGREEMENT (July 22nd, 2016)

This Section 382 Rights Agreement, dated as of July 20, 2016 (the “Agreement”), is between MICRON TECHNOLOGY, INC., a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Rights Agent (the “Rights Agent”).

Rovi Corp – SECTION 382 RIGHTS AGREEMENT dated as of April 28, 2016 between ROVI CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent (May 4th, 2016)

This SECTION 382 RIGHTS AGREEMENT, dated as of April 28, 2016 (this “Agreement”), is made and entered into by and between ROVI CORPORATION, a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).

Special Diversified Opportunities Inc. – SECTION 382 RIGHTS AGREEMENT by and between SPECIAL DIVERSIFIED OPPORTUNITIES INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of April 28, 2016 (April 29th, 2016)

WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated net operating losses for United States federal income tax purposes (“NOLs”);

Vringo Inc – SECTION 382 RIGHTS AGREEMENT dated as of March 18, 2016 between VRINGO, INC. and American Stock Transfer & Trust Company, LLC, as Rights Agent (March 21st, 2016)
Enzon Pharmaceuticals, Inc. – FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (March 21st, 2016)

This FIRST AMENDMENT TO Section 382 Rights Agreement, dated as of February 22, 2016 (and effective as of 12:01 A.M., New York City time, on such date) (this “Amendment”), is made and entered into by and between Enzon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”). Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Section 382 Rights Agreement (as defined below).

Vringo Inc – SECTION 382 RIGHTS AGREEMENT dated as of March 18, 2016 between VRINGO, INC. and American Stock Transfer & Trust Company, LLC, as Rights Agent (March 21st, 2016)
Broadwind Energy, Inc. – FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (February 8th, 2016)

THIS FIRST AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of February 5, 2016, by and between Broadwind Energy, Inc., a Delaware corporation (the “Company”), and Wells Fargo, National Association, as rights agent (the “Rights Agent”).

Green Brick Partners, Inc. – AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT (August 14th, 2015)

This Amendment No. 1, dated as of August 12, 2015 (this “Amendment”), to the Section 382 Rights Agreement, dated as of March 27, 2014 (the “Rights Agreement”), is made between Green Brick Partners, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Rights Agreement.

Comstock Holding Companies, Inc. – COMSTOCK HOLDING COMPANIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Section 382 Rights Agreement Dated as of March 27, 2015 (March 27th, 2015)

WHEREAS, the Company has generated NOLs (as defined in Section 1 hereof) for United States federal income tax purposes; and such NOLs may potentially provide valuable tax benefits to the Company; the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder, and thereby preserve the ability to utilize fully such NOLs and certain other tax benefits; and, in furtherance of such objective, the Company desires to enter into this Agreement; and

Howard Hughes Corp – AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT (March 3rd, 2015)

Amendment No. 1, dated as of February 26, 2015 (this “Amendment”), to the Section 382 Rights Agreement, dated as of February 27, 2012 (the “Rights Agreement”), by and between The Howard Hughes Corporation (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

UniTek Global Services, Inc. – AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (January 12th, 2015)

THIS AMENDMENT (this “Amendment”), entered into as of the 12th day of January, 2015, by and between UNITEK GLOBAL SERVICES, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (the “Rights Agent”), amends that certain Section 382 Rights Agreement, dated as of August 28, 2014 (the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.

CNO Financial Group, Inc. – SECOND AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT CNO FINANCIAL GROUP, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Dated as of November 13, 2014 (November 13th, 2014)

This Second Amended and Restated Section 382 Rights Agreement, dated as of November 13, 2014 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between CNO Financial Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”), amends and restates that certain Amended and Restated Section 382 Rights Agreement, dated December 6, 2011 (the “First A&R Rights Agreement) between the Company and the Rights Agent, which amended and restated that certain Section 382 Rights Agreement, dated January 20, 2009 (the “Original Rights Agreement”) between the Company and the Rights Agent.

Special Diversified Opportunities Inc. – SECTION 382 RIGHTS AGREEMENT (October 17th, 2014)
UniTek Global Services, Inc. – SECTION 382 RIGHTS AGREEMENT by and between UNITEK GLOBAL SERVICES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent Dated as of August 28, 2014 (August 29th, 2014)

WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated net operating losses for United States federal income tax purposes (“NOLs”);

Ariad Pharmaceuticals Inc – AMENDMENT TO SECTION 382 RIGHTS AGREEMENT (June 24th, 2014)

AMENDMENT dated as of June 24, 2014 (this “Amendment”), to the SECTION 382 RIGHTS AGREEMENT dated as of October 31, 2013 (the “Rights Agreement”), between ARIAD PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent (the “Rights Agent”).

Enzon Pharmaceuticals Inc – Section 382 Rights Agreement Dated as of May 1, 2014 by and between ENZON PHARMACEUTICALS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent (May 1st, 2014)

This Section 382 Rights Agreement, dated as of May 1, 2014 (this “Agreement”), is made and entered into by and between Enzon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).

Onvia Inc – AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT between ONVIA, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of April 24, 2014 (April 29th, 2014)

This AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT, dated as of April 24, 2014 (the “Agreement”), between Onvia, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”) amends and restates that certain Section 382 Rights Agreement, dated May 4, 2011 (the “Original Rights Agreement”) between the Company and the Rights Agent.

BioFuel Energy Corp. – SECTION 382 RIGHTS AGREEMENT dated as of March 27, 2014 between BIOFUEL ENERGY CORP. and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent (March 28th, 2014)
Winland Electronics Inc – WINLAND ELECTRONICS, INC. and REGISTRAR AND TRANSFER COMPANY as Rights Agent, Section 382 Rights Agreement Dated as of February 27, 2014 (February 27th, 2014)

Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.

Beazer Homes Usa Inc – BEAZER HOMES USA, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Section 382 Rights Agreement Dated as of November 6, 2013 Effective as of November 12, 2013 (November 7th, 2013)