Amended And Restated Registration Rights Agreement Sample Contracts

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)
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)
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.

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.

Bloom Energy Corp – Bloom Energy Corporation Eighth Amended and Restated Registration Rights Agreement (June 12th, 2018)

This Eighth Amended and Restated Registration Rights Agreement (this Agreement) is made as of June 30, 2011, by and among Bloom Energy Corporation, a Delaware corporation (the Company), and each of the persons and entities who have purchased shares of the Companys Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock or Series G Preferred Stock pursuant to stock purchase agreements between such purchasers and the Company.

M III Acquisition Corp. – First Amendment to Amended and Restated Registration Rights Agreement (June 7th, 2018)

This First Amendment (this "Amendment") to the Amended and Restated Registration Rights Agreement, dated June 6, 2018, is entered into by and among Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.), a Delaware corporation (the "Company"), and Infrastructure and Energy Alternatives, LLC (the "Seller"), in its capacity as holder of a majority of the Registrable Securities (as defined in the Registration Rights Agreement) and amends, in accordance with Section 3.2 thereof, the Amended and Restated Registration Rights Agreement, dated March 26, 2018 (the "Registration Rights Agreement"), by and among the Company, M III Sponsor I, LLC., a Delaware limited liability company, M III Sponsor I LP, a Delaware limited partnership, Seller, Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, in its capacity as the representative of the Seller, Cantor Fitzgerald & Co., and the other persons from time to time party thereto. Term used herein

Translate Bio, Inc. – Rana Therapeutics, Inc. Amended and Restated Registration Rights Agreement December 22, 2016 (June 1st, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of the 22nd day of December, 2016, by and among RaNA Therapeutics, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor.

Amendment No. 1 to Amended and Restated Registration Rights Agreement (May 15th, 2018)

This Amendment No. 1 to Amended and Restated Registration Rights Agreement, dated as of May 10, 2018 (this Amendment), is entered into by and among Virtu Financial, Inc. (the Company) and the parties named on the signature pages hereto (collectively, the Parties). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Registration Rights Agreement (as defined below).

Consent to the Amended and Restated Registration Rights Agreement (May 15th, 2018)

This CONSENT TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Consent") is entered into on April 20, 2018, by and between Global Eagle Entertainment Inc., a Delaware corporation (the "Company"), and the party named on the signature pages hereto ("PAR").

Golden Queen Mining Co Ltd – FIRST Amendment TO Amended and Restated Registration Rights Agreement Dated as of February 22, 2018 Among GOLDEN QUEEN MINING CO. LTD., as the Company, and THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009, EHT, LLC, THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009, and the Holders Set Forth on Schedule a Hereto First Amendment to Amended and Restated Registration Rights Agreement (May 10th, 2018)

This FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made as of February 22, 2018 among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation, (the "Company"), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 ("LTC Lender"), EHT, LLC ("EHT Lender"), THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with the LTC Lender and EHT Lender, the "Lenders") and the holders set forth on Schedule A (the "Clay Family Holders").

Pluralsight, Inc. – Amended and Restated Registration Rights Agreement (May 7th, 2018)

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

Lovesac Co – Amended and Restated Registration Rights Agreement (April 20th, 2018)

This Amended and Restated Registration Rights Agreement (this "Agreement") is made and entered into as of October 19, 2017, by and among The Lovesac Company, a Delaware corporation (the "Company"), the investors set forth on Exhibit A of the Subscription Agreement (the "A-2 Investors") and the investors as set forth on Exhibit A of the A/A-1 Subscription Agreement (as defined below) (the "A/A-1 Investors," collectively with the A-2 Investors, the "Investors" and, each individually, an "Investor").

Alphatec Holdings – Amended and Restated Registration Rights Agreement by and Among Alphatec Holdings, Inc. And Each Purchaser Identified on the Signature Pages Hereto April 16, 2018 (April 16th, 2018)

This Amended and Restated Registration Rights Agreement (this Agreement) is made and entered into as of April 16, 2018, between Alphatec Holdings, Inc., a Delaware corporation (the Company), and each of the several persons signatory hereto (each such purchaser, a Purchaser and, collectively, the Purchasers).

M III Acquisition Corp. – Amended and Restated Registration Rights Agreement (March 29th, 2018)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated March 26, 2018 (the Agreement) is entered into by and among Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corp.), a Delaware corporation (the Company), M III Sponsor I, LLC., a Delaware limited liability company (the Sponsor), M III Sponsor I LP, a Delaware limited partnership (M III LP), Infrastructure and Energy Alternatives, LLC (the Seller), Oaktree Power Opportunities Fund III Delaware, L.P., a Delaware limited partnership, in its capacity as the representative of the Seller (GFI Representative), Cantor Fitzgerald & Co. (Cantor Fitzgerald), the parties set forth on Schedule I hereto, which shall become a party hereto upon execution of a counterpart signature page hereto and the Holders that from time to time after the date hereof, become a party hereto by executing a Joinder.

ViewRay, Inc. – Amended and Restated Registration Rights Agreement (March 12th, 2018)

This Amended and Restated Registration Rights Agreement (the "Agreement") is made and entered into as of this 5th day of March, 2018 by and among ViewRay, Inc., a Delaware corporation (the "Company"), and Strong Influence Limited, a British Virgin Islands corporation (the "Holder").

InfraREIT, Inc. – Second Amended and Restated Registration Rights Agreement and Lock-Up Agreement (March 5th, 2018)

This First Amendment (this "Amendment") to the Registration Rights Agreement (as defined below) is entered into by InfraREIT, Inc. (the "Company"), Hunt Transmission Services, L.L.C. ("HTS") and Electricity Participant Partnership, L.L.C. ("EPP" and, together with HTS, "Hunt") effective as of February 28, 2018. Capitalized terms used herein that are not otherwise defined herein will have the meanings assigned to such terms in the Registration Rights Agreement.

MGM Growth Properties Operating Partnership LP – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG MGM GROWTH PROPERTIES LLC, MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP, AND THE INVESTORS PARTY HERETO Dated October 5, 2017 (March 1st, 2018)
Forum Merger Corp – Amended and Restated Registration Rights Agreement (February 26th, 2018)
Translate Bio, Inc. – Rana Therapeutics, Inc. Amended and Restated Registration Rights Agreement December 22, 2016 (February 9th, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of the 22nd day of December, 2016, by and among RaNA Therapeutics, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an Investor.