Green Brick Partners, Inc. 8-K
Exhibit 4.1
AMENDMENT NO. 1 TO SECTION 382 RIGHTS AGREEMENT
This Amendment No. 1, dated as of August 12, 2015 (this “Amendment”), to the Section 382 Rights Agreement, dated as of March 27, 2014 (the “Rights Agreement”), is made between Green Brick Partners, Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the“Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Rights Agreement.
WHEREAS, the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company and its stockholders to revise the definition of “Final Expiration Date” contained in Section 1 of the Rights Agreement and extend the expiration date of the Rights Agreement, subject to the approval of the stockholders of the Company;
WHEREAS, the Board has determined it is in the best interests of the Company and its stockholders to revise the definition of “Purchase Price” contained in Section 1 of the Rights Agreement;
WHEREAS,pursuanttoitsauthorityunderSection26oftheRightsAgreement,theBoard hasauthorizedandapprovedthisAmendmentto theRights Agreementasofthe date hereof, andanappropriateofficerof the Company has delivered acertificate to the RightsAgent in accordance withSection 26 of the RightsAgreement.
NOWTHEREFORE,inconsiderationofthepremisesandthemutualagreementshereinsetforthinthis Amendment,thepartiesherebyagreeasfollows:
1. TheCompanyherebydirectstheRightsAgent,initscapacityasRightsAgentandinaccordancewithSection26oftheRightsAgreement,toexecutethis Amendment.
2. The definition of “Final Expiration Date” contained in Section 1 of the Rights Agreement is hereby amended, subject to the approval of such amendment by a majority of the votes cast by the stockholders present in person or by proxy and voting on such matter at the Company next annual meeting of stockholders, to read in its entirety as follows:
“Final Expiration Date” shall mean the Close of Business on March 27, 2019.
3. The definition of “Purchase Price” contained in Section 1 of the Rights Agreement is hereby amended to read in its entirety as follows:
“Purchase Price” with respect to each Right shall mean $30.00, as such amount may from time to time be adjusted as provided in this Rights Agreement, and shall be payable in lawful money of the United States of America. All references herein to the Purchase Price shall mean the Purchase Price as in effect at the time in question.
4.The address for notices or demands to or on the Company contained in Section 25 of the Rights Agreement is hereby amended to read in its entirety as follows:
Greek Brick Partners, Inc.
2805 Dallas Parkway, Suite 400
Plano, Texas 75093
Attention: Chief Executive Officer
5. This Amendment shall be deemed to be a contract made under the law of the State of Delaware and for all purposes shall be governed by and construed in accordance with the law of such State applicable to contracts to be made and performed entirely within such State.
6. 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 transmitted electronically shall have the same authority, effect and enforceability as an original signature. This Amendment shall be effective as of the Close of Business on the date hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| | GREEN BRICK PARTNERS, INC. |
| | |
| | By: | /s/ James R. Brickman |
| | | Name: James R. Brickman |
| | | Title: Chief Executive Officer |
| | BROADRIDGE CORPORATE ISSUER
SOLUTIONS, INC., as Rights Agent |
| | |
| | By: | /s/ John Dunn |
| | | Name: John Dunn |
| | | Title: Vice President |
