0001104659-11-003952 Sample Contracts

AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • January 31st, 2011 • Adolor Corp • Pharmaceutical preparations • New York

Triggering Event: of 20% or more of the Company’s outstanding Common Stock, each outstanding Right will “flip in” and become a right to buy at the Purchase Price that number of shares of Common Stock of the Company that will have a market value of two times the Purchase Price. Notwithstanding the above, all Rights that are beneficially owned by any Acquiring Person will be null and void upon the occurrence of a “flip in” Triggering Event.

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