Amendment and Termination of Rights Agreement, dated November 7, 2018, by and between IsoRay, Inc. and Computershare Trust Company, N.A., as Rights Agent

EX-4.1 2 ex_128754.htm EXHIBIT 4.1 ex_128754.htm

Exhibit 4.1

 

AMENDMENT AND TERMINATION

OF

SHARE RIGHTS AGREEMENT

 

This AMENDMENT AND TERMINATION OF SHARE RIGHTS AGREEMENT (this “Amendment”), dated as of November 7, 2018, is by and between IsoRay, Inc., a Minnesota corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”). Certain capitalized terms used but not defined in this Amendment are used as defined in the Rights Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Company and the Rights Agent entered into that certain Share Rights Agreement, dated as of February 1, 2007, as subsequently amended (the “Rights Agreement”);

 

WHEREAS, Section 27 of the Rights Agreement provides that the Company may and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of Right Certificates or Common Shares, prior to such time as any Person becomes an Acquiring Person, to change or supplement any provision in the Rights Agreement in any manner which the Company may deem necessary or desirable, notwithstanding anything to the contrary provided in clause (iv) thereof;

 

WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement as set forth in this Amendment; and

 

WHEREAS, the Board of Directors of the Company has authorized the amendments set forth in this Amendment.

 

AGREEMENT

 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:

 

1.     Section 7(a) of the Rights Agreement is hereby amended to replace the date “February 16, 2027” with the date “November 7, 2018.”

 

2.     In each place where it appears in the exhibits to the Rights Agreement, the date “February 16, 2027” is hereby replaced with the date “November 7, 2018.”

 

3.     Upon the expiration of the Rights in accordance with the terms of the Rights Agreement, as amended hereby, the Rights Agreement shall terminate and be of no further force or effect whatsoever without any further action on the part of the Company or the Rights Agent.

 

4.     This Amendment shall be deemed to be a contract made under the internal laws of the State of Minnesota and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State, except that the duties, obligations and rights of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be made and performed entirely within such State.

 

      5.     This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.

 

 
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.

 

ISORAY, INC.

 

 

By: /s/ Lori A. Woods                         

         Lori A. Woods, Interim CEO

 

                      COMPUTERSHARE TRUST COMPANY, N.A.

 

 

By:  /s/ Patrick Hayes       

 Name:  Patrick Hayes        

        Its:  Vice President & Manager