Amended And Restated Registration Rights Agreement Sample Contracts

Alector, Inc. – Amended and Restated Registration Rights Agreement (January 7th, 2019)
Safety, Income & Growth, Inc. – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BETWEEN SAFETY, INCOME & GROWTH INC. AND iSTAR INC. Dated as of January 2, 2019 (January 3rd, 2019)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of January 2, 2019, is made and entered into by and among SAFETY, INCOME & GROWTH INC., a Maryland corporation (the Company), and iSTAR INC., a Maryland corporation (together with any of its subsidiaries that owns Registrable Shares from time to time, the Holder).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BETWEEN SAFETY, INCOME & GROWTH INC. AND iSTAR INC. Dated as of January 2, 2019 (January 3rd, 2019)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of January 2, 2019, is made and entered into by and among SAFETY, INCOME & GROWTH INC., a Maryland corporation (the Company), and iSTAR INC., a Maryland corporation (together with any of its subsidiaries that owns Registrable Shares from time to time, the Holder).

Denali Holding Inc. – DELL TECHNOLOGIES INC. SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of December 25, 2018 (December 28th, 2018)
Avista Healthcare Public Acquisition Corp. – Amended and Restated Registration Rights Agreement (December 11th, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of December 10, 2018 is made and entered into by and among Organogenesis Holdings Inc., a Delaware corporation, formerly known as Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (AHPAC), Avista Acquisition Corp., a Cayman Islands exempted company (the Sponsor), the undersigned parties listed under Existing Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity deemed an Existing Holder who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, an Existing Holder and collectively the Existing Holders), the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed an New Holder who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a New Holder and collectively, the New Holders). Capit

ACM Research, Inc. – Second Amended and Restated Registration Rights Agreement Page (December 10th, 2018)

THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of October 16, 2017, by and among ACM Research, Inc., a Delaware corporation (the "Company"), Shengxin (Shanghai) Management Consulting Limited Partnership ("SMC"), Xinxin (Hongkong) Capital Co., Limited and Victorious Way Limited. Certain capitalized terms used herein are defined in Section 1.

MP Acquisition I Corp. – Amended and Restated Registration Rights Agreement (November 16th, 2018)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 9, 2018, is made and entered into by and among U.S. Well Services, Inc., a Delaware corporation (formerly Matlin & Partners Acquisition Corporation) (the "Company"), the Initial Holders and each Person who becomes a party to this Agreement as a Holder after the date of this Agreement pursuant to Section 5.03. This agreement amends, restates and replaces in its entirety that certain Registration Rights Agreement, dated March 9, 2017 (the "Original Agreement"), by and among the Company, Matlin & Partners Acquisition Sponsor LLC ("Sponsor") and Cantor Fitzgerald & Co. ("Cantor" and, together with Sponsor, the "Initial Investors"). Capitalized terms used in this Agreement have the meanings given to them in Section 1.01.

Alector, Inc. – Amended and Restated Registration Rights Agreement (November 16th, 2018)
Kayne Anderson Acquisition Corp – Amended and Restated Registration Rights Agreement (November 13th, 2018)
PennyMac Financial Services, Inc. – Amended and Restated Registration Rights Agreement (November 1st, 2018)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of November 1, 2018, among PennyMac Financial Services, Inc. (the Prior Corporation), New PennyMac Financial Services, Inc., a Delaware corporation (the Corporation), and the Holders (as defined herein).

Global Ship Lease Inc – Amended and Restated Registration Rights Agreement (October 30th, 2018)
Gores Holdings II, Inc. – Amended and Restated Registration Rights Agreement (October 22nd, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 17, 2018, is made and entered into by and among (i) Verra Mobility Corporation (f/k/a Gores Holdings II, Inc.), a Delaware corporation (the "Company"), (ii) Gores Sponsor II LLC, a Delaware limited liability company (the "Sponsor"), (iii) Randall Bort, (iv) William Patton, (v) Jeffrey Rea (together with Randall Bort, William Patton, Sponsor and their respective Permitted Transferees, the "Gores Holders") and (vi) the stockholders of Greenlight Holding II Corporation, a Delaware Corporation party hereto (the "Greenlight Holders"). The Gores Holders, the Greenlight Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a "Holder" and collectively as the "Holders").

Twist Bioscience Corp – Amended and Restated Registration Rights Agreement (October 17th, 2018)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the Agreement) is dated as of March 19, 2018, by and among Twist Bioscience Corporation, a Delaware corporation (the Company), Emily Leproust, Bill Peck and William Banyai (the Founders), the holders of outstanding Preferred Stock of the Company listed on Schedule 1 hereto (the Existing Preferred Holders) and the purchasers of Series D Preferred Stock of the Company listed on Schedule 2 hereto (the New Investors, and together with the Existing Preferred holders, the Investors).

Riley Exploration - Permian, LLC – Form of Second Amended and Restated Registration Rights Agreement by and Among Riley Exploration Permian, Llc and the Other Parties Hereto (October 12th, 2018)
Alector, Inc. – Amended and Restated Registration Rights Agreement (October 12th, 2018)
Riley Exploration - Permian, LLC – Form of Second Amended and Restated Registration Rights Agreement by and Among Riley Exploration Permian, Llc and the Other Parties Hereto (October 5th, 2018)
Denali Holding Inc. – Dell Technologies Inc. Second Amended and Restated Registration Rights Agreement (October 4th, 2018)
Vapotherm Inc – Vapotherm, Inc. Tenth Amended and Restated Registration Rights Agreement (October 1st, 2018)
Bison Capital Acquisition Corp – EXHIBIT G to Merger Agreement FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (September 13th, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of [*], 2018, by and among Bison Capital Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement as "Xynomic Pharmaceuticals Holdings, Inc." (the "Company"), Bison Capital Holding Company Limited, a company incorporated in the Cayman Islands (the "Sponsor"), each of the undersigned parties listed under "Existing Investors" on Exhibit A hereto, each of which holds Existing Registrable Securities (collectively, with the Sponsor, the "Existing Investors"), and the undersigned parties listed under "New Investors" on Exhibit A hereto (each, a "New Investor" and collectively, with the Existing Investors, the "Investors"). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

Bison Capital Acquisition Corp – EXHIBIT G to Merger Agreement FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (September 13th, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of [*], 2018, by and among Bison Capital Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement as "Xynomic Pharmaceuticals Holdings, Inc." (the "Company"), Bison Capital Holding Company Limited, a company incorporated in the Cayman Islands (the "Sponsor"), each of the undersigned parties listed under "Existing Investors" on Exhibit A hereto, each of which holds Existing Registrable Securities (collectively, with the Sponsor, the "Existing Investors"), and the undersigned parties listed under "New Investors" on Exhibit A hereto (each, a "New Investor" and collectively, with the Existing Investors, the "Investors"). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.

STUDIO CITY INTERNATIONAL HOLDINGS Ltd – Amended and Restated Registration Rights Agreement (September 7th, 2018)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of , 2018 (this Agreement), is made by and among Studio City International Holdings Limited (formerly known as CYBER ONE AGENTS LIMITED), an exempted company with limited liability in the Cayman Islands (the Company), and those parties set forth on the Schedule of Shareholders attached hereto (each, a Shareholder and collectively, the Shareholders).

SVMK Inc. – Fourth Amended and Restated Registration Rights Agreement (August 29th, 2018)

This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of November 25, 2014, by and among SVMK Inc. (f/k/a SurveyMonkey Inc.), a Delaware corporation (the Company) and each of the Persons listed on Schedule I attached hereto (each such Person, a Stockholder and collectively, the Stockholders) and amends and restates in its entirety that certain Third Amended and Restated Registration Rights Agreement (the Original Agreement) dated as of December 31, 2012, by and among the Company and each of the Persons listed on Schedule I attached thereto. Unless otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof.

Vapotherm Inc – Vapotherm, Inc. Ninth Amended and Restated Registration Rights Agreement (August 24th, 2018)
Endologix Inc – Amended and Restated Registration Rights Agreement (August 10th, 2018)
Pluralsight, Inc. – Amended and Restated Registration Rights Agreement (August 1st, 2018)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of May 16, 2018 (the "Agreement") among (i) PLURALSIGHT, INC., a Delaware corporation (and any successor Person, collectively, the "Company") and (ii) the INVESTORS (as herein defined).

Lm Funding America, Inc. – Amended and Restated Registration Rights Agreement (July 23rd, 2018)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 23, 2018, is by and among LM Funding America, Inc., a Delaware corporation (the "Company"), and Esousa Holdings LLC, a New York limited liability company (the "Buyer").

Lm Funding America, Inc. – Amended and Restated Registration Rights Agreement (July 23rd, 2018)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 23, 2018, is by and among LM Funding America, Inc., a Delaware corporation (the "Company"), and Esousa Holdings LLC, a New York limited liability company (the "Buyer").

Berry Petroleum Corp – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and Among BERRY PETROLEUM CORPORATION and THE HOLDERS PARTY HERETO Dated as of June 28, 2018 (June 29th, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of June 28, 2018 by and among Berry Petroleum Corporation, a Delaware corporation (the Company) and the Holders (as defined herein) party hereto.

Hennessy Capital Acquisition Corp. III – Form of Amended and Restated Registration Rights Agreement1 (June 26th, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), effective as of [_______], 2018, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Company"), Hennessy Capital Partners III LLC, a Delaware limited liability company (the "Sponsor"), each of the undersigned parties that holds Founder Shares (as defined below) and is identified as an "Other Pre-IPO Holder" on the signature pages hereto (collectively, with the Sponsor, the "Pre-IPO Holders"), [__________] (the "Lead Investor"), [__________] (the "Other Investors") and JFL-NRC-SES Partners, LLC, a Delaware limited liability company ("JFL Seller") (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a "Holder" and collectively, the "Holders").

Hennessy Capital Acquisition Corp. III – Form of Amended and Restated Registration Rights Agreement1 (June 26th, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), effective as of [_______], 2018, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Company"), Hennessy Capital Partners III LLC, a Delaware limited liability company (the "Sponsor"), each of the undersigned parties that holds Founder Shares (as defined below) and is identified as an "Other Pre-IPO Holder" on the signature pages hereto (collectively, with the Sponsor, the "Pre-IPO Holders"), [__________] (the "Lead Investor"), [__________] (the "Other Investors") and JFL-NRC-SES Partners, LLC, a Delaware limited liability company ("JFL Seller") (each of the foregoing parties (other than the Company) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a "Holder" and collectively, the "Holders").

SVMK Inc. – Fourth Amended and Restated Registration Rights Agreement (June 15th, 2018)

This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of November 25, 2014, by and among SVMK Inc. (f/k/a SurveyMonkey Inc.), a Delaware corporation (the Company) and each of the Persons listed on Schedule I attached hereto (each such Person, a Stockholder and collectively, the Stockholders) and amends and restates in its entirety that certain Third Amended and Restated Registration Rights Agreement (the Original Agreement) dated as of December 31, 2012, by and among the Company and each of the Persons listed on Schedule I attached thereto. Unless otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof.

Bloom Energy Corp – Bloom Energy Corporation Amendment No. 3 to Eighth Amended and Restated Registration Rights Agreement (June 12th, 2018)

This Amendment No. 3 (the Amendment) to that certain Eighth Amended and Restated Registration Rights Agreement dated as of June 30, 2011 by and among Bloom Energy Corporation, a Delaware corporation (the Company), and the Holders named therein, and amended pursuant to that certain Amendment No. 1 to Eighth Amended and Restated Registration Rights Agreement (Amendment No. 1), dated December 14, 2015 and that certain Amendment No. 2 and Joinder to Eighth Amended and Restated Registration Rights Agreement (Amendment No. 2 and, together with Amendment No. 1, the Amendments), dated August 4, 2016 (the Rights Agreement), is made and entered into as of September 20, 2016 by and among the Company and the undersigned Holders of a majority of the outstanding shares of Registrable Securities (the Majority Holders). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.

Bloom Energy Corp – Amendment No. 1 to Eighth Amended and Restated Registration Rights Agreement (June 12th, 2018)

This Amendment No. 1 (the Amendment) to that certain Eighth Amended and Restated Registration Rights Agreement dated as of June 30, 2011 by and among Bloom Energy Corporation, a Delaware corporation (the Company), and the Holders named therein (the Rights Agreement) is made and entered into as of December 14, 2015 by and among the Company and the undersigned Holders of a majority of the outstanding shares of Registrable Securities (the Majority Holders). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.

National Energy Services Reunited Corp. – THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Is Entered Into as 6 June, 2018 by and Among: (June 12th, 2018)

(1) National Energy Services Reunited Corp., a British Virgin Islands company (the "Company"), and NESR Holdings Ltd., a British Virgin Islands company (the "Investor"); (2) Al Nowais Investments LLC, a company existing under the laws of the United Arab Emirates whose registered address is at Al Nowais Building, PO Box 984, Abu Dhabi, United Arab Emirates (together with its affiliates, successors and assignees, "ANI"); and (3) NESR SPV Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands with registration number MC-333523 and whose registered office is at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands ("SPV" and, each of ANI and SPV and their respective successors and assignees, an "NPS Investor").

Bloom Energy Corp – Bloom Energy Corporation Amendment No. 2 and Joinder to Eighth Amended and Restated Registration Rights Agreement (June 12th, 2018)

This Amendment No. 2 and Joinder (the Amendment) to that certain Eighth Amended and Restated Registration Rights Agreement dated as of June 30, 2011 by and among Bloom Energy Corporation, a Delaware corporation (the Company), and the Holders named therein, and amended pursuant to that certain Amendment No. 1 to Eighth Amended and Restated Registration Rights Agreement (Amendment No. 1), dated December 14, 2015 (the Rights Agreement), is made and entered into as of August 4, 2016 by and among the Company and the undersigned Holders of a majority of the outstanding shares of Registrable Securities (the Majority Holders). Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Rights Agreement.