Rights Agreement Sample Contracts

AND
Rights Agreement • September 24th, 2009 • First Mid Illinois Bancshares Inc • State commercial banks • Delaware
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RIGHTS AGREEMENT amended and restated as of September 5, 2001
Rights Agreement • May 17th, 2007 • CalAmp Corp. • Radio & tv broadcasting & communications equipment • New York
SECOND AMENDED AND RESTATED RIGHTS AGREEMENT by and between ESPEY MFG. & ELECTRONICS CORP.
Rights Agreement • December 23rd, 2009 • Espey MFG & Electronics Corp • Electronic components, nec • New York
between
Rights Agreement • December 15th, 2010 • Competitive Technologies Inc • Patent owners & lessors • Delaware
LOGICMARK, INC. AND NEVADA AGENCY AND TRANSFER COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of November 1, 2024
Rights Agreement • November 1st, 2024 • LogicMark, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Nevada

Preferred Stock: The Preferred Stock purchasable upon exercise of the Rights will be nonredeemable and junior to any other series of preferred stock the Company may issue (unless otherwise provided in the terms of such other series). In the event of liquidation, the holders of Preferred Stock will receive a preferred liquidation payment equal to the greater of (a) $5.00 per share, or (b) an amount per share equal to 100 times the aggregate payment to be distributed per share of Common Stock of the Company. Each share of Preferred Stock will have 100 votes, voting together with the holders of shares of Common Stock of the Company. In the event of any merger, consolidation or other transaction in which shares of Common Stock of the Company are exchanged for or changed into other securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 100 times the amount and type of consideration received per share of Common Stock of the Company. The rights of th

RIGHTS AGREEMENT TALOS ENERGY INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of October 1, 2024
Rights Agreement • October 1st, 2024 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware

This Rights Agreement, dated as of October 1, 2024 (this “Agreement”), between Talos Energy Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

RIGHTS AGREEMENT DATED AS OF JULY 10, 2006, BY AND BETWEEN NEW CENTURY EQUITY HOLDINGS CORP.
Rights Agreement • July 10th, 2006 • New Century Equity Holdings Corp • Services-management consulting services • Delaware
FORM OF
Rights Agreement • July 18th, 2007 • Neuberger Berman Real Estate Income Fund Inc • New York
RIGHTS AGREEMENT
Rights Agreement • November 13th, 2024 • ASPAC III Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of November 8, 2024 between A SPAC III Acquisition Corp., a British Virgin Islands business company, with offices at 29/F, Sun’s Group Center, 200 Gloucester Road, Wan Chai, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Right Agent”).

RIGHTS AGREEMENT
Rights Agreement • November 14th, 2024 • GSR III Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of November 7, 2024 between GSR III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).

FORM OF
Rights Agreement • March 23rd, 2007 • Neuberger Berman Real Estate Income Fund Inc • New York
LIPOCINE INC. and EQUINITI TRUST COMPANY, LLC, as Rights Agent THIRD AMENDED & RESTATED RIGHTS AGREEMENT Dated as of October 22, 2024
Rights Agreement • October 23rd, 2024 • Lipocine Inc. • Pharmaceutical preparations • Delaware

Third Amended and Restated Rights Agreement, dated as of October 22, 2024 (“Agreement”), between Lipocine Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, as Rights Agent (the “Rights Agent”).

RECITALS
Rights Agreement • December 14th, 2006 • Brooks Automation Inc • Special industry machinery, nec
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Rights Agreement • August 12th, 2002 • Concurrent Computer Corp/De • Electronic computers • Delaware
and
Rights Agreement • November 1st, 2000 • New Nisource Inc • Electric & other services combined • New York
RIGHTS AGREEMENT
Rights Agreement • March 29th, 2024 • IB Acquisition Corp. • Blank checks • New York

This Rights Agreement (this “Agreement”) is made as of March 25, 2024 between IB Acquisition Corp., a Nevada corporation, with offices at 1200 N Federal Highway, Suite 215, Boca Raton FL 33432 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).

and
Rights Agreement • April 13th, 2009 • DWS Rreef Real Estate Fund Ii, Inc. • New York
BETWEEN YP CORP. AND
Rights Agreement • December 29th, 2004 • Yp Corp • Services-computer programming services • New Jersey
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RECITALS:
Rights Agreement • November 25th, 2003 • TPG Advisors Ii Inc • Telephone & telegraph apparatus • Delaware
RIGHTS AGREEMENT dated as of April 23, 2024 between ELLINGTON CREDIT COMPANY and EQUINITI TRUST COMPANY, LLC Rights Agent
Rights Agreement • April 23rd, 2024 • Ellington Credit Co • Real estate investment trusts • Maryland

RIGHTS AGREEMENT, dated as of April 23, 2024 (the “Agreement”), between Ellington Credit Company, a Maryland real estate investment trust (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company (the “Rights Agent”).

RIGHTS AGREEMENT
Rights Agreement • October 11th, 2024 • Star Equity Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This Rights Agreement, dated as of August 21, 2024 (this “Agreement”), is made and entered into by and between Star Equity Holdings, Inc., a Delaware corporation (the “Company”), and Equinti Trust Company, LLC, as Rights Agent (the “Rights Agent”).

CROWN HOLDINGS, INC. and EQUINITI TRUST COMPANY RIGHTS AGREEMENT Dated as of November 7, 2022
Rights Agreement • November 7th, 2022 • Crown Holdings Inc • Metal cans • Pennsylvania

Rights Agreement (this “Agreement”), dated as of November 7, 2022, between Crown Holdings, Inc., a Pennsylvania corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, as Rights Agent (the “Rights Agent”).

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • September 27th, 2002 • Delphax Technologies Inc • Printing trades machinery & equipment • Minnesota
COMMERCIAL METALS COMPANY and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. Rights Agent Rights Agreement Dated as of July 30, 2011
Rights Agreement • August 1st, 2011 • Commercial Metals Co • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware

RIGHTS AGREEMENT, dated as of July 30, 2011, between COMMERCIAL METALS COMPANY, a Delaware corporation (the “Company”), and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. (the “Rights Agent”).

SILVER STAR PROPERTIES REIT, INC. and PHOENIX AMERICAN FINANCIAL SERVICES, INC as Rights Agent RIGHTS AGREEMENT Dated as of August 18, 2023
Rights Agreement • August 21st, 2023 • Maryland

Rights Agreement, dated as of August 18, 2023 (“Agreement”), between Silver Star Properties REIT, INC., Inc., a Maryland corporation (the “Company”), and Phoenix American Financial Services, Inc., as Rights Agent (the “Rights Agent”).

AND WELLS FARGO BANK, N. A. RIGHTS AGENT
Rights Agreement • April 29th, 2005 • Harvest Natural Resources Inc • Crude petroleum & natural gas • Delaware
FORM OF
Rights Agreement • August 8th, 2006 • Neuberger Berman Real Estate Income Fund Inc • New York
SCIO DIAMOND TECHNOLOGY CORPORATION and EMPIRE STOCK TRANSFER INC. as Rights Agent Rights Agreement Dated as of April 15, 2014
Rights Agreement • April 16th, 2014 • Scio Diamond Technology Corp • Forestry • Nevada

split or subdivision of the outstanding Common Stock). However, if upon acquiring beneficial ownership of one or more additional shares of Common Stock, the Existing Holder does not beneficially own 17% or more of the Common Stock then outstanding, the Existing Holder shall not be deemed to be an “Acquiring Person” for purposes of the Agreement.

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