Stockholder Rights Agreement Sample Contracts

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. and Computershare Trust Company, N.A. as Rights Agent Stockholder Rights Agreement Dated as of July 31, 2023
Stockholder Rights Agreement • August 3rd, 2023 • First Real Estate Investment Trust of New Jersey • Real estate investment trusts • Delaware

Agreement, dated as of July 31, 2023, between First Real Estate Investment Trust of New Jersey, Inc., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered Trust Company (the “Rights Agent”).

STOCKHOLDER RIGHTS AGREEMENT Dated as of June 9, 2003
Stockholder Rights Agreement • June 9th, 2003 • Exegenics Inc • Pharmaceutical preparations • Delaware
STOCKHOLDER RIGHTS AGREEMENT Purple Innovation, Inc.
Stockholder Rights Agreement • September 27th, 2022 • Purple Innovation, Inc. • Household furniture • Delaware

This STOCKHOLDER RIGHTS AGREEMENT, dated as of September 25, 2022 (this “Agreement”), is by and between Purple Innovation, Inc., a Delaware corporation (the “Company”), and Pacific Stock Transfer Company, a registered transfer agent, as rights agent (the “Rights Agent”).

R2 TECHNOLOGY, INC. AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • December 28th, 2001 • R2 Technology Inc • Delaware
RECITALS
Stockholder Rights Agreement • July 19th, 2000 • Novadigm Inc • Services-prepackaged software • Delaware
BETWEEN
Stockholder Rights Agreement • May 6th, 2003 • Wegener Corp • Radio & tv broadcasting & communications equipment • Delaware
STOCKHOLDER RIGHTS AGREEMENT between CORE MOLDING TECHNOLOGIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Dated as of July 18, 2007
Stockholder Rights Agreement • July 19th, 2007 • Core Molding Technologies Inc • Plastics products, nec • Delaware

This Stockholder Rights Agreement (this “Agreement”) is dated as of July 18, 2007, between Core Molding Technologies, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).

ENGAGE, INC. and
Stockholder Rights Agreement • October 7th, 2002 • Engage Inc • Services-business services, nec • New York
AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • March 9th, 2017 • Eco-Stim Energy Solutions, Inc. • Oil & gas field services, nec • New York

This Amended and Restated Stockholder Rights Agreement (as executed and as it may be amended, supplemented, restated or otherwise modified from time to time, as provided herein, this “Agreement”), dated as of March 3, 2017, is entered into among ECO-STIM ENERGY SOLUTIONS, INC., a Nevada corporation (the “Company”), FT SOF HOLDINGS VII LLC (“FTP” and, together with any other Persons that become parties to and bound by this Agreement as an “FTP Investor”, the “FTP Investors”), MR. BARTJE BRUHEIM (“Bruheim”), BIENVILLE ARGENTINA OPPORTUNITIES MASTER FUND, L.P. (“Bienville” and, together with Bruheim, the “Other Investors”), each Person identified on Schedule A hereto and executing a signature page hereto (each, a “Management Stockholder” and, collectively, the “Management Stockholders”) and each other Person who after the date hereof acquires securities of the Company and agrees to become a party to, and bound by, this Agreement as an “FTP Investor”, an “Other Investor” or a “Management S

STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • April 28th, 2016 • National Holdings Corp • Security & commodity brokers, dealers, exchanges & services • Delaware

This STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is made as of April 27, 2016 by and between National Holdings Corporation, a Delaware corporation (the “Company”), and FBIO Acquisition, Inc. (the “Major Stockholder”).

STOCKHOLDER RIGHTS AGREEMENT dated as of March 4, 2010 between General Moly, Inc. and Registrar and Transfer Company as Rights Agent
Stockholder Rights Agreement • March 5th, 2010 • General Moly, Inc • Metal mining • Delaware

STOCKHOLDER RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 4, 2010 between General Moly, Inc., a Delaware corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation, as Rights Agent (the “Rights Agent,” which term shall include any successor Rights Agent hereunder).

TABLE OF CONTENTS (CONTINUED)
Stockholder Rights Agreement • January 26th, 2000 • Allos Therapeutics • Delaware
AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • April 28th, 2023 • Biofrontera Inc. • Pharmaceutical preparations

This Amendment No. 1 to Stockholder Rights Agreement, effective as of April 26, 2023 (this “Amendment”), amends that certain Stockholder Rights Agreement, dated October 13, 2022, by and between Biofrontera Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), (the “Rights Agreement”). Capitalized terms used herein but not defined herein shall have their defined meanings set forth in the Rights Agreement.

STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • May 18th, 2020 • Terra Secured Income Fund 5, LLC • Real estate investment trusts • Delaware

THIS STOCKHOLDER RIGHTS AGREEMENT (this "Agreement"), dated as of March 2, 2020, is made among TERRA JV, LLC, a Delaware limited liability company (the "Parent"), and TERRA PROPERTY TRUST, INC., a Maryland corporation (the "REIT").

STOCKHOLDER RIGHTS AGREEMENT by and between GRAFTECH INTERNATIONAL LTD. and BCP IV GRAFTECH HOLDINGS LP Dated as of April 23, 2018
Stockholder Rights Agreement • August 3rd, 2018 • Graftech International LTD • Electrical industrial apparatus • Delaware

STOCKHOLDER RIGHTS AGREEMENT, dated as of April 23, 2018 (as may be amended from time to time, this “Agreement”), by and between GrafTech International Ltd., a Delaware corporation (the “Company”), and BCP IV GrafTech Holdings LP, a limited partnership formed under the laws of Delaware (the “Initial Stockholder”). This Agreement replaces in its entirety the Stockholder Rights Agreement by and among the Company and the Initial Stockholder dated as of August 11, 2015 (the “Previous Stockholder Agreement”).

PJT PARTNERS INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent STOCKHOLDER RIGHTS AGREEMENT Dated as of October 1, 2015
Stockholder Rights Agreement • October 5th, 2015 • PJT Partners Inc. • Investment advice • Delaware

This Stockholder Rights Agreement (the “Rights Agreement”), is dated as of October 1, 2015, between PJT Partners Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).

STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • April 14th, 2011 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

This STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 10, 2011, is entered into by and between Level 3 Communications, Inc., a Delaware corporation (“Parent”), and STT Crossing Ltd. (the “Stockholder”).

STOCKHOLDER RIGHTS AGREEMENT by and among ASSURANT, INC. and THE TPG STOCKHOLDERS Dated as of May 31, 2018
Stockholder Rights Agreement • May 31st, 2018 • Assurant Inc • Accident & health insurance • Delaware

This STOCKHOLDER RIGHTS AGREEMENT, dated as of May 31, 2018 (this “Agreement”), is by and among Assurant, Inc., a Delaware corporation (the “Company”), and the undersigned Stockholders of the Company.

ELCOTEL, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent
Stockholder Rights Agreement • June 3rd, 1999 • Elcotel Inc • Telephone & telegraph apparatus • New York
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AMENDMENT NO. 2 TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • May 10th, 2023 • WisdomTree, Inc. • Security brokers, dealers & flotation companies

This AMENDMENT NO. 2 TO STOCKHOLDER RIGHTS AGREEMENT, dated as of May 10, 2023 (this “Amendment”), is made and entered into by and between WisdomTree, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Rights Agent”). Except as otherwise provided herein, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Agreement (as defined below).

AMENDMENT NO. 2 TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • October 16th, 2009 • Oxigene Inc • Biological products, (no disgnostic substances) • Delaware

This Amendment No. 2 to Stockholder Rights Agreement (the “Amendment”), dated as of October 14, 2009, by and between OXiGENE, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”), amends that certain Stockholder Rights Agreement, dated as of March 24, 2005, as amended as of October 1, 2008, between the Company and the Rights Agent (as so amended, the “Agreement”).

AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • October 10th, 2008 • Oxigene Inc • Biological products, (no disgnostic substances) • Delaware

This Amendment No. 1 to Stockholder Rights Agreement (the “Amendment”), dated as of October 1, 2008, by and between OXiGENE, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”), amends that certain Stockholder Rights Agreement, dated as of March 24, 2005, between the Company and the Rights Agent (the “Agreement”).

STOCKHOLDER RIGHTS AGREEMENT by and between GRAFTECH INTERNATIONAL LTD. and BCP IV GRAFTECH HOLDINGS LP Dated as of August 11, 2015
Stockholder Rights Agreement • August 11th, 2015 • Graftech International LTD • Electrical industrial apparatus • Delaware

STOCKHOLDER RIGHTS AGREEMENT, dated as of August 11, 2015 (as may be amended from time to time, this “Agreement”), by and between GrafTech International Ltd., a Delaware corporation (the “Company”) and BCP IV GrafTech Holdings LP, a limited partnership formed under the laws of Delaware (the “Initial Stockholder”).

AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • January 29th, 2010 • Nurx Pharmaceuticals, Inc. • Medicinal chemicals & botanical products • Nevada

This Amendment To Rights Agreement (this “Amendment”), dated as of January 27, 2010, is made and entered into by and between NuRx Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Rights Agreement (as defined below).

FIRST AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • January 23rd, 2018 • Sandridge Energy Inc • Crude petroleum & natural gas • Delaware

THIS FIRST AMENDMENT TO THE STOCKHOLDER RIGHTS AGREEMENT (this “Amendment”) is entered into effective as of January 22, 2018, by SandRidge Energy, Inc., a Delaware corporation (the “Company”).

1 EXHIBIT 10.9 ARGONAUT TECHNOLOGIES, INC. AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT Dated as of May 21, 1999 2 TABLE OF CONTENTS
Stockholder Rights Agreement • May 18th, 2000 • Argonaut Technologies Inc • Services-commercial physical & biological research • California
FIRST AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • April 28th, 2023 • Purple Innovation, Inc. • Household furniture

THIS FIRST AMENDMENT TO THE STOCKHOLDER RIGHTS AGREEMENT, dated as of April 27, 2023 (this “Amendment”), is made by and between Purple Innovation, Inc., a Delaware corporation (the “Company”), and Pacific Stock Transfer Company, a registered transfer agent, as rights agent (the “Rights Agent”).

FIRST AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • July 23rd, 2020 • Patterson Uti Energy Inc • Drilling oil & gas wells • Delaware

THIS FIRST AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT, dated as of July 22, 2020 (this “Amendment”), is by and between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company as rights agent (the “Rights Agent”). This Amendment amends that certain Stockholder Rights Agreement, dated as of April 22, 2020 (the “Rights Agreement”), by and between the Company and the Rights Agent. All capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

STOCKHOLDER RIGHTS AGREEMENT Dated as of April 29, 2010 BY AND BETWEEN HEMAGEN DIAGNOSTICS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as RIGHTS AGENT
Stockholder Rights Agreement • May 5th, 2010 • Hemagen Diagnostics Inc • In vitro & in vivo diagnostic substances • Delaware

STOCKHOLDER RIGHTS AGREEMENT, dated as of April 29, 2010 (this "Agreement"), by and between HEMAGEN DIAGNOSTICS, INC., a Delaware corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "Rights Agent").

ENGAGE, INC. and
Stockholder Rights Agreement • October 7th, 2002 • Engage Inc • Services-business services, nec • New York
SECOND AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • September 21st, 2007 • Elixir Pharmaceuticals Inc • Delaware

This SECOND AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of September 4, 2007, is by and among (a) Elixir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), (b) the individuals and entities identified as Purchasers (the “Series A Purchasers”) in that certain Series A Convertible Preferred Stock Purchase Agreement, dated as of December 29, 2000, by and among the Company and the Purchasers thereto (the “Series A Purchase Agreement”), which Series A Purchasers are listed on Schedule I below, (c) each of the holders of Founders Stock named herein (the “Founders”), which Founders are listed on Schedule II below, (d) the individuals and entities identified as Purchasers (the “Series B Purchasers”) in that certain Series B Convertible Preferred Stock Purchase Agreement, dated as of February 4, 2003, by and among the Company and the Purchasers thereto, as amended by those Amendments Nos. 1, 2 and 3, dated as of July 9, 2003, September 24, 2003 and

FIFTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • January 22nd, 2010 • Everyday Health, Inc. • Delaware

THIS FIFTH AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT (“Agreement”) is made as of the 15th day of October, 2008, by and between Waterfront Media Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and each of the persons or entities listed on Schedule C hereto, each of whom is referred to herein as a “Other Holder.”

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