Shareholder Rights Agreement Sample Contracts

Belden Inc. Announces Redemption of Shareholder Rights Agreement (March 23rd, 2018)

Belden produces and sells a comprehensive portfolio of connectivity and networking products into a variety of markets, including industrial, enterprise, and broadcast. To obtain additional information, call Investor Relations at (314) 854-8054, email Investor Relations at [email protected], or visit Belden's website at www.belden.com.

Leo Holdings Corp. – Registration and Shareholder Rights Agreement (February 22nd, 2018)

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this Agreement) is entered into as of February 15, 2018, by and between Leo Holdings Corp., a Cayman Islands exempted company (the Company) and Leo Investors Limited Partnership, a Cayman Islands exempted limited partnership (the Sponsor).

Leo Holdings Corp. – Registration and Shareholder Rights Agreement (February 1st, 2018)

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this Agreement) is entered into as of [], 2018, by and between Leo Holdings Corp., a Cayman Islands exempted company (the Company) and Leo Investors Limited Partnership, a Cayman Islands exempted limited partnership (the Sponsor).

FORM OF SHAREHOLDER RIGHTS AGREEMENT by and Among ASSURANT LTD. And THE TPG SHAREHOLDERS Dated as of [], 201[] (October 18th, 2017)

This SHAREHOLDER RIGHTS AGREEMENT, dated as of [], 201[] (this Agreement), is by and among Assurant Ltd., a Bermuda exempted company (the Company), and the undersigned shareholders of the Company.

FORM OF SHAREHOLDER RIGHTS AGREEMENT by and Among ASSURANT LTD. And THE TPG SHAREHOLDERS Dated as of [], 201[] (October 18th, 2017)

This SHAREHOLDER RIGHTS AGREEMENT, dated as of [], 201[] (this Agreement), is by and among Assurant Ltd., a Bermuda exempted company (the Company), and the undersigned shareholders of the Company.

Harvard Apparatus Regenerative Technology, Inc. – Amendment No. 2 to Shareholder Rights Agreement (August 17th, 2017)

This Amendment No. 2 to Shareholder Rights Agreement (this "Amendment") is entered into as of August 14, 2017, between Biostage, Inc., formerly known as Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (as successor rights agent to Registrar and Transfer Company, a New Jersey corporation) (the "Rights Agent").

Amendment No. 8 to Shareholder Rights Agreement (July 21st, 2017)

This Amendment No. 8, effective as of July 20, 2017 (the Amendment), amends the Shareholder Rights Agreement, dated as of June 23, 2009 (as amended by Amendment No. 1 dated as of May 6, 2011, Amendment No. 2 dated as of March 16, 2012, Amendment No. 3 dated as of March 23, 2012, Amendment No. 4 dated as of February 11, 2013, Amendment No. 5 dated as of May 8, 2013, Amendment No. 6 dated as of December 19, 2016, and Amendment No. 7 dated as of April 4, 2017 (the Rights Agreement), between Plug Power Inc., a Delaware corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the Rights Agent). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

Amendment No. 8 to Shareholder Rights Agreement (July 21st, 2017)

This Amendment No. 8, effective as of July 20, 2017 (the Amendment), amends the Shareholder Rights Agreement, dated as of June 23, 2009 (as amended by Amendment No. 1 dated as of May 6, 2011, Amendment No. 2 dated as of March 16, 2012, Amendment No. 3 dated as of March 23, 2012, Amendment No. 4 dated as of February 11, 2013, Amendment No. 5 dated as of May 8, 2013, Amendment No. 6 dated as of December 19, 2016, and Amendment No. 7 dated as of April 4, 2017 (the Rights Agreement), between Plug Power Inc., a Delaware corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the Rights Agent). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

Amendment No. 7 to Shareholder Rights Agreement (April 5th, 2017)

This Amendment No. 7, effective as of April 4, 2017 (the Amendment), amends the Shareholder Rights Agreement, dated as of June 23, 2009 (as amended by Amendment No. 1 dated as of May 6, 2011, Amendment No. 2 dated as of March 16, 2012, Amendment No. 3 dated as of March 23, 2012, Amendment No. 4 dated as of February 11, 2013, Amendment No. 5 dated as of May 8, 2013, and Amendment No. 6 dated as of December 19, 2016 (the Rights Agreement), between Plug Power Inc., a Delaware corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the Rights Agent). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

Amendment No. 7 to Shareholder Rights Agreement (April 5th, 2017)

This Amendment No. 7, effective as of April 4, 2017 (the Amendment), amends the Shareholder Rights Agreement, dated as of June 23, 2009 (as amended by Amendment No. 1 dated as of May 6, 2011, Amendment No. 2 dated as of March 16, 2012, Amendment No. 3 dated as of March 23, 2012, Amendment No. 4 dated as of February 11, 2013, Amendment No. 5 dated as of May 8, 2013, and Amendment No. 6 dated as of December 19, 2016 (the Rights Agreement), between Plug Power Inc., a Delaware corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the Rights Agent). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

Neurometrix – Amendment No. 8 to Shareholder Rights Agreement (February 9th, 2017)

This Amendment No. 8 to Shareholder Rights Agreement (the "Amendment"), dated as of February 8, 2017, by and between NeuroMetrix, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC (the "Rights Agent"), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as amended as of September 8, 2009, June 5, 2013, June 25, 2014, May 28, 2015, December 29, 2015, June 3, 2016 and December 28, 2016 between the Company and the Rights Agent (as so amended, the "Rights Agreement").

Neurometrix – Shareholder Rights Agreement (December 29th, 2016)

This Amendment No. 7 to Shareholder Rights Agreement (the "Amendment"), dated as of December 28, 2016, by and between NeuroMetrix, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC (the "Rights Agent"), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as amended as of September 8, 2009, June 5, 2013, June 25, 2014, May 28, 2015, December 29, 2015 and June 3, 2016 between the Company and the Rights Agent (as so amended, the "Rights Agreement").

Amendment No. 6 to Shareholder Rights Agreement (December 21st, 2016)

This Amendment No. 6, effective as of December 19, 2016 (the Amendment), amends the Shareholder Rights Agreement, dated as of June 23, 2009 (as amended by Amendment No. 1 dated as of May 6, 2011, Amendment No. 2 dated as of March 16, 2012, Amendment No. 3 dated as of March 23, 2012, Amendment No. 4 dated as of February 11, 2013, and Amendment No. 5 dated as of May 8, 2013 (the Rights Agreement), between Plug Power Inc., a Delaware corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the Rights Agent). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

Amendment No. 6 to Shareholder Rights Agreement (December 19th, 2016)

This Amendment No. 6, effective as of December 19, 2016 (the Amendment), amends the Shareholder Rights Agreement, dated as of June 23, 2009 (as amended by Amendment No. 1 dated as of May 6, 2011, Amendment No. 2 dated as of March 16, 2012, Amendment No. 3 dated as of March 23, 2012, Amendment No. 4 dated as of February 11, 2013, and Amendment No. 5 dated as of May 8, 2013 (the Rights Agreement), between Plug Power Inc., a Delaware corporation (the Company), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the Rights Agent). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

Shareholder Rights Agreement (November 3rd, 2016)

This SHAREHOLDER RIGHTS AGREEMENT (this Agreement), dated as of October 31, 2016, is entered into by and between CENTURYLINK, INC. (Parent) and STT CROSSING LTD. (the Shareholder).

Shareholder Rights Agreement (November 3rd, 2016)

This SHAREHOLDER RIGHTS AGREEMENT (this Agreement), dated as of October 31, 2016, is entered into by and between CENTURYLINK, INC. (Parent) and STT CROSSING LTD. (the Shareholder).

Insulet Corporation – Amendment No. 2 to Shareholder Rights Agreement (August 31st, 2016)

This Amendment No. 2 to Shareholder Rights Agreement (this "Amendment No. 2") is entered into as of August 30, 2016, between Insulet Corporation, a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (the "Rights Agent").

Neurometrix – Shareholder Rights Agreement (June 3rd, 2016)

This Amendment No. 6 to Shareholder Rights Agreement (the "Amendment"), dated as of June 3, 2016, by and between NeuroMetrix, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC (the "Rights Agent"), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as amended as of September 8, 2009, June 5, 2013, June 25, 2014, May 28, 2015 and December 29, 2015 between the Company and the Rights Agent (as so amended, the "Rights Agreement").

Neurometrix – Shareholder Rights Agreement (December 30th, 2015)

This Amendment No. 5 to Shareholder Rights Agreement (the "Amendment"), dated as of December 29, 2015, by and between NeuroMetrix, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC (the "Rights Agent"), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as amended as of September 8, 2009, June 5, 2013, June 25, 2014 and May 28, 2015 between the Company and the Rights Agent (as so amended, the "Rights Agreement").

Cel-Sci Corporation – SHAREHOLDER RIGHTS AGREEMENT (As Amended) CEL-SCI CORPORATION 8229 Boone Boulevard, Suite 802 Vienna, Virginia 22182 (December 11th, 2015)

Transfer, Split-Up, Combination and Exchange of Rights Certificates; Lost, Stolen, Destroyedor Mutilated Right Certificates

Albany Molecular Research, Inc. – Amendment and Termination of Shareholder Rights Agreement (August 5th, 2015)

This Amendment and Termination (this "Amendment and Termination") of the Rights Agreement (as defined below) is entered into as of August 5, 2015, between Albany Molecular Research, Inc., a Delaware corporation (the "Company"), and Computershare Inc., a Delaware corporation, successor-in-interest to Computershare Shareowner Services LLC (the "Rights Agent"). All capitalized terms used herein and not otherwise defined shall having the meaning ascribed to them in the Rights Agreement.

Neurometrix – Amendment No. 4 to Shareholder Rights Agreement (July 23rd, 2015)

This Amendment No. 4 to Shareholder Rights Agreement (the "Amendment"), dated as of May 28, 2015, by and between NeuroMetrix, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC (the "Rights Agent"), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as amended as of September 8, 2009, as of June 5, 2013, and as of June 25, 2014, between the Company and the Rights Agent (as so amended, the "Rights Agreement").

Amendment No. 1 to Shareholder Rights Agreement (June 30th, 2015)

This AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT (this "Amendment") is dated as of June 29, 2015 (the "Effective Date") and amends that certain Shareholder Rights Agreement, dated as of December 14, 2005 (the "Rights Agreement"), by and between Mercury Systems, Inc. (formerly Mercury Computer Systems, Inc.), a Massachusetts corporation (the "Company"), and Computershare Trust Company, N.A. (formerly EquiServe Trust Company, N.A.) (the "Rights Agent"). All capitalized terms used herein, but not defined, shall have the meaning given to such terms in the Rights Agreement.

Enstar Group Limited – Shareholder Rights Agreement (June 3rd, 2015)

This SHAREHOLDER RIGHTS AGREEMENT, dated as of June 3, 2015 (this Agreement), is made between ENSTAR GROUP LIMITED, a Bermuda company (the Company), and Canada Pension Plan Investment Board (the CPPIB Shareholder).

Wheeler Real Estate Investment – Shareholder Rights Agreement (March 19th, 2015)

THIS SHAREHOLDER RIGHTS AGREEMENT is entered into as of March 19, 2015, by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the Company), Westport Capital Partners LLC, a Connecticut limited liability company (the Anchor Investor), as agent on behalf of certain investment entities managed or advised by the Anchor Investor, as set forth on the signature pages hereto (each, an Investor, and collectively, the Investors), and the Investors.

Associated Estates Realty Corporation – Amendment No. 2 to Amended and Restated Shareholder Rights Agreement (February 19th, 2015)

This Amendment No. 2, dated as of February, 19, 2015 (this "Amendment"), to that certain Amended and Restated Shareholder Rights Agreement, dated as of December 30, 2008 (as previously amended, the "Rights Agreement"), is by and between Associated Estates Realty Corporation ("Company") and Wells Fargo Bank, National Association, as successor rights agent to National City Bank ("Rights Agent").

Associated Estates Realty Corporation – Amendment No. 2 to Amended and Restated Shareholder Rights Agreement (February 19th, 2015)

This Amendment No. 2, dated as of February, 19, 2015 (this "Amendment"), to that certain Amended and Restated Shareholder Rights Agreement, dated as of December 30, 2008 (as previously amended, the "Rights Agreement"), is by and between Associated Estates Realty Corporation ("Company") and Wells Fargo Bank, National Association, as successor rights agent to National City Bank ("Rights Agent").

Harvard Apparatus Regenerative Technology, Inc. – Amendment No. 1 to Shareholder Rights Agreement (February 12th, 2015)

This Amendment No. 1 to Shareholder Rights Agreement (this "Amendment") is entered into as of February 12, 2015, between Harvard Apparatus Regenerative Technology, Inc., a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a federally chartered trust company (as successor rights agent to Registrar and Transfer Company, a New Jersey corporation) (the "Rights Agent").

Amendment No. 2 to Shareholder Rights Agreement (February 5th, 2015)

This Amendment No. 2 to Shareholder Rights Agreement (the Amendment) is entered into as of February 5, 2015, by and between Courier Corporation, a Massachusetts corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

Amendment No. 2 to Shareholder Rights Agreement (February 5th, 2015)

This Amendment No. 2 to Shareholder Rights Agreement (the Amendment) is entered into as of February 5, 2015, by and between Courier Corporation, a Massachusetts corporation (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights Agent).

Utah Medical Products, Inc. – Extension of Shareholder Rights Agreement (October 24th, 2014)

THIS EXTENSION OF SHAREHOLDER RIGHTS AGREEMENT (this "Extension") dated this 23rd day of October, 2014, is entered into by and between UTAH MEDICAL PRODUCTS, INC., a Utah corporation (the "Company"), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation (the "Rights Agent"), on the following:

Mf Bank – M&f Bancorp, Inc. Shareholder Rights Agreement (September 23rd, 2014)

This SHAREHOLDER RIGHTS AGREEMENT, made and entered into as of September 23, 2014 (as amended, restated or otherwise modified from time to time in accordance herewith, this "Agreement"), by and between M&F Bancorp, Inc., a North Carolina corporation (together with its successors, the "Company"), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (together with its permitted successors in such capacity, the "Rights Agent").

Amendment and Termination of Shareholder Rights Agreement (August 4th, 2014)

This Amendment and Termination (this Amendment and Termination) of the Rights Agreement (as defined below) is entered into as of August 4, 2014, between Metabolix, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, a New York Limited Liability Trust Company, as Rights Agent (AST). All capitalized terms used herein and not otherwise defined shall having the meaning ascribed to them in the Rights Agreement.

Neurometrix – Shareholder Rights Agreement (June 26th, 2014)

This Amendment No. 3 to Shareholder Rights Agreement (the "Amendment"), dated as of June 25, 2014, by and between NeuroMetrix, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Company, LLC (the "Rights Agent"), amends that certain Shareholder Rights Agreement, dated as of March 7, 2007, as amended as of September 8, 2009 and as of June 5, 2013, between the Company and the Rights Agent (as so amended, the "Rights Agreement").

Amendment and Termination of Shareholder Rights Agreement (April 10th, 2014)

This Amendment and Termination (this "Amendment and Termination") of the Rights Agreement (as defined below) is entered into as of April 7, 2014, between iRobot Corporation, a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., a limited purpose trust company, successor-in-interest to Computershare Trust Company, Inc., (the "Rights Agent"). All capitalized terms used herein and not otherwise defined shall having the meaning ascribed to them in the Rights Agreement.