Stockholder Rights Agreement Sample Contracts

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STOCKHOLDER RIGHTS AGREEMENT Purple Innovation, Inc.
Stockholder Rights Agreement • June 28th, 2024 • Delaware

This STOCKHOLDER RIGHTS AGREEMENT, dated as of June 27, 2024 (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”).

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
EXHIBIT 4.1 STOCKHOLDER RIGHTS AGREEMENT THE GREENBRIER COMPANIES, INC.
Stockholder Rights Agreement • September 16th, 2004 • Greenbrier Companies Inc • Railroad equipment • Delaware
R2 TECHNOLOGY, INC. AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • December 28th, 2001 • R2 Technology Inc • Delaware
EX-4.1 3 ex4-1.htm EXECUTION VERSION AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT Among ECO-STIM ENERGY SOLUTIONS, INC. And THE STOCKHOLDERS NAMED HEREIN dated as of March 3, 2017 Page DEFINITIONS MANAGEMENT PRE-EMPTIVE RIGHTS TRANSFER NOTE...
Stockholder Rights Agreement • May 5th, 2020 • 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

RECITALS
Stockholder Rights Agreement • July 19th, 2000 • Novadigm Inc • Services-prepackaged software • Delaware
TABLE OF CONTENTS (CONTINUED)
Stockholder Rights Agreement • January 26th, 2000 • Allos Therapeutics • Delaware
ENGAGE, INC. and
Stockholder Rights Agreement • October 7th, 2002 • Engage Inc • Services-business services, nec • New York
THIRD AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • March 19th, 2024 • Delaware

This THIRD AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT (this “ Amendment”) is entered into as of March 18, 2024 (the “Amendment Effective Date”), by and between Blackbaud, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company (the “ Rights Agent”), and amends that certain Stockholder Rights Agreement, dated as of October 7, 2022, by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability trust company, as amended by that certain Amendment to Stockholder Rights Agreement, dated as of October 2, 2023, and as further amended by that certain Second Amendment to Stockholder Rights Agreement, dated as of January 26, 2024 (as amended, the “Rights Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in the Rights Agreement.

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”).

SECOND AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • January 27th, 2024 • Delaware

This SECOND AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT (this “ Amendment”) is entered into as of January 26, 2024 (the "Amendment Effective Date"), by and among Blackbaud, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company (" Broadridge" or the “Successor Rights Agent”), and amends that certain Stockholder Rights Agreement, dated as of October 7, 2022, by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability trust company ("Equiniti" or the “Predecessor Rights Agent”), as amended by that certain Amendment to Stockholder Rights Agreement, dated as of October 2, 2023 (as amended, the “Rights Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in the Rights Agreement.

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).

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.

AMENDMENT NO. 2 TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • August 13th, 2021 • New York

This Amendment No. 2 to Stockholder Rights Agreement (this “Amendment”) is made effective as of the 12th day of August, 2021. This Amendment is an amendment to the Stockholder Rights Agreement, dated as of September 22, 2020, and amended on March 12, 2021 (as amended, the “Rights Agreement”), between Stratus Properties Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, as rights agent (the “Rights Agent”). The Company and the Rights Agent are collectively referred to as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them 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 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”).

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”).

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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.

COLEY PHARMACEUTICAL GROUP, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent STOCKHOLDER RIGHTS AGREEMENT Dated as of October 5, 2007
Stockholder Rights Agreement • October 9th, 2007 • Coley Pharmaceutical Group, Inc. • Pharmaceutical preparations • Delaware

STOCKHOLDER RIGHTS AGREEMENT, dated as of October 5, 2007 (the “Agreement”), between Coley Pharmaceutical Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).

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).

BioSig Technologies, Inc. Adopts Stockholder Rights Agreement
Stockholder Rights Agreement • March 31st, 2023

Rights Agreement designed to assure stockholders receive fair and equal treatment in the event of any proposed takeover

FORM OF STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • December 1st, 2014 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • Delaware

THIS STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), is made as of the 25th day of November 2014, by and among Cocrystal Pharma, Inc., a Delaware corporation (the “Company”), Cocrystal Holdings Inc., a Delaware corporation (the “Parent”), RFS Pharma LLC, a Georgia limited liability company (“RFSP”), the RFSP members listed on Exhibit A hereto, referred to hereinafter as the “RFSP Shareholders” and each individually as an “RFSP Shareholder” and those certain holders to the Company’s Common Stock and/or the Company’s Series B Preferred Stock listed on Exhibit B hereto (the “COCP Shareholders” and, together with the RFSP Shareholders, the “Shareholders”).

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”).

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