Form Of Registration Rights Agreement Sample Contracts

LF Capital Acquisition Corp. – Form of Registration Rights Agreement (June 18th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June ___, 2018, is made and entered into by and among LF Capital Acquisition Corp., a Delaware corporation (the "Company"), Level Field Capital, LLC, a Delaware limited liability company (the "Sponsor"), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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").

LF Capital Acquisition Corp. – Form of Registration Rights Agreement (June 13th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June ___, 2018, is made and entered into by and among LF Capital Acquisition Corp., a Delaware corporation (the "Company"), Level Field Capital, LLC, a Delaware limited liability company (the "Sponsor"), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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").

Charah Solutions, Inc. – Form of Registration Rights Agreement (May 18th, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of [*], 2018, by and among Charah Solutions, Inc., a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Lola One Acquisition Corp – FORM OF Registration Rights Agreement (May 2nd, 2018)

This Registration Rights Agreement (this "Agreement") is made and entered into effective as of ___, 2018, among Lola One Acquisition Corporation (to be renamed Amesite Inc.), a Delaware corporation (the "Company"), the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a "Purchaser" and collectively, the "Purchasers"), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the "Brokers"), the persons or entities identified on Schedule 2 hereto holding Merger Shares and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.

Vrio Corp. – Form of Registration Rights Agreement (April 5th, 2018)

This REGISTRATION RIGHTS AGREEMENT, dated as of April , 2018 (this Agreement), is by and between Vrio Corp., a Delaware corporation ( the Company), and AT&T Inc., a Delaware corporation (together with its Subsidiaries other than the Company and its Subsidiaries, AT&T).

Pure Acquisition Corp. – Form of Registration Rights Agreement (March 22nd, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [ ], 2018, is made and entered into by and among Pure Acquisition Corp., a Delaware corporation (the Company), HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the Sponsor), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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).

Terrapin 4 Acquisition Corp – Form of Registration Rights Agreement (March 19th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [__], 2018, is made and entered into by and among Terrapin 4 Acquisition Corporation, a Delaware corporation (the "Company"), Terrapin 4 Sponsor Partnership, LLC (the "Sponsor") and Terrapin Partners Employee Partnership 4, LLC ("Terrapin Employee Partnership"), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor 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").

Integrity Applications, Inc. – Form of Registration Rights Agreement (March 7th, 2018)

This Registration Rights Agreement (this "Agreement") is made and entered into as of _____________, 2017, by and among Integrity Applications, Inc., a Delaware corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

S&W Seed Company – Form of Registration Rights Agreement (February 7th, 2018)

This REGISTRATION RIGHTS AGREEMENT ("Agreement"), dated as of December 22, 2017, is made by and between S&W Seed Company, a Nevada corporation (the "Company"), and MFP Partners, L.P., a Delaware limited partnership (the "Investor").

Gas Ships Ltd – Form of Registration Rights Agreement (February 7th, 2018)

This Registration Rights Agreement (as amended from time to time, this "Agreement"), dated as of , 2018, is made by and between Gas Ships Limited, a Marshall Islands corporation (the "Company"), DryShips Inc., a Marshall Islands corporation ("Dryships"), SPII Holdings Inc. ("SPII Holdings"), a Marshall Islands corporation, Sierra Investments Inc., a Marshall Islands corporation ("Sierra") and Mountain Investments Inc., a Marshall Islands corporation ("Mountain") (together the "Parties"). DryShips, SPII Holdings, Sierra and Mountain shall be referred to together as the "Holders" and individually a "Holder".

Knight Knox Development Corp. – Form of Registration Rights Agreement (February 1st, 2018)

This Agreement is made pursuant to the Subscription Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Subscription Agreement").

ADT, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT Dated as of January [*], 2018 Between PRIME SECURITY SERVICES TOPCO PARENT, L.P. AND ADT INC. (January 16th, 2018)

REGISTRATION RIGHTS AGREEMENT (the Agreement), dated as of January [*], 2018, among Prime Security Services TopCo Parent, L.P. (Prime Parent) and ADT Inc. (the Company).

Crescent Funding Inc. – Form of Registration Rights Agreement (January 12th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [*], 2018, is made and entered into by and among Crescent Funding Inc., a Delaware corporation (the Company), and CFI Sponsor LLC, a Delaware limited liability company (the Sponsor, together with the other parties listed on the signature pages hereto 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).

FORM OF REGISTRATION RIGHTS AGREEMENT by and Among ASSURANT, INC. And THE TPG STOCKHOLDERS Dated as of [*], 2018 (January 9th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of [*], 2018 (this Agreement), is by and among Assurant, Inc., a Delaware corporation (the Company), and the undersigned stockholders of the Company (such undersigned stockholders, the TPG Stockholders).

Leisure Acquisition Corp. – Form of Registration Rights Agreement (November 28th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [_______], 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the " Company"), Hydra Management, LLC ("Hydra Sponsor"), Matthews Lane Capital Partners LLC ("MLCP Sponsor" and collectively with Hydra Sponsor, the "Sponsors"), HG Vora Special Opportunities Master Fund, Ltd. (the "Strategic Investor") and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsors, the Strategic Investor 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").

South American Properties, Inc. – Form of Registration Rights Agreement (November 6th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of [__________], by and among The Chron Organization, Inc., a Nevada corporation, its successors and assigns (the "Company"), and the undersigned (the "Investor").

Leisure Acquisition Corp. – Form of Registration Rights Agreement (November 3rd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [_______], 2017, is made and entered into by and among Leisure Acquisition Corp., a Delaware corporation (the " Company"), Hydra Management, LLC ("Hydra Sponsor"), Matthews Lane Capital Partners LLC ("MLCP Sponsor" and collectively with Hydra Sponsor, the "Sponsors"), HG Vora Special Opportunities Master Fund, Ltd. (the "Strategic Investor") and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsors, the Strategic Investor 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").

FORM OF REGISTRATION RIGHTS AGREEMENT by and Among ASSURANT LTD. And THE TPG SHAREHOLDERS Dated as of [], 201[] (October 18th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of [], 201[] (this Agreement), is by and among Assurant Ltd., a Bermuda exempted company (the Company), and the undersigned shareholders of the Company (such undersigned shareholders, the TPG Shareholders).

FORM OF REGISTRATION RIGHTS AGREEMENT by and Among ASSURANT LTD. And THE TPG SHAREHOLDERS Dated as of [], 201[] (October 18th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of [], 201[] (this Agreement), is by and among Assurant Ltd., a Bermuda exempted company (the Company), and the undersigned shareholders of the Company (such undersigned shareholders, the TPG Shareholders).

Max-1 Acquisition Corp – Form of Registration Rights Agreement (October 2nd, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into effective as of , among Max-1 Acquisition Corporation (to be renamed Exicure, Inc.), a Delaware corporation (the Company), the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a Purchaser and collectively, the Purchasers), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the Brokers), the persons or entities identified on Schedule 2 hereto holding Merger Shares and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.

Vici Properties Inc. – Vici Properties Inc. Form of Registration Rights Agreement (September 28th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of [*], 2017 by and among (i) VICI Properties Inc., a Maryland corporation (the Company), (ii) the Holders (as defined below) of Company Common Stock (as defined below) listed on Schedule I hereto, (iii) the Holders of Company Preferred Stock (as defined below) listed on Schedule II hereto, and (iii) the Holders of the Convertible Mezz Loans (as defined below) listed on Schedule III hereto. The Company and the Holders are referred to collectively herein as the Parties. Capitalized terms used herein have the meanings set forth in Section 1.

Form of Registration Rights Agreement (September 25th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into effective as of ______ ___, 2017, among Sincerity Applied Materials Holdings Corp., a Nevada corporation (the "Company"), the persons who have purchased the Units and have executed omnibus or counterpart signature page(s) hereto (each, a "Purchaser" and collectively, the "Purchasers"), and the persons or entities identified on Schedule 1 hereto holding Registrable Pre-Acquisition Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.

Social Capital Hedosophia Holdings Corp. – Form of Registration Rights Agreement (September 1st, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the "Company"), and SCH Sponsor Corp., a Cayman Islands exempted company (the "Sponsor", together with any other parties listed on the signature pages hereto 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").

Medgenics Inc – Form of Registration Rights Agreement (August 11th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of [_____], 2017 by and among Aevi Genomic Medicine, Inc., a Delaware corporation (the "Company"), and the several purchasers signatory hereto (each a "Purchaser" and collectively, the "Purchasers").

Osprey Energy Acquisition Corp – Form of Registration Rights Agreement (June 28th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the "Company") and Osprey Sponsor, LLC, a Delaware limited liability company (the "Sponsor" and, together with 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").

Federal Street Acquisition Corp. – Form of Registration Rights Agreement (June 21st, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [], 2017, is made and entered into by and among Federal Street Acquisition Corp., a Delaware corporation (the Company), FS Sponsor LLC, a Delaware limited liability company (the Sponsor), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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).

GPM Petroleum LP – Form of Registration Rights Agreement (May 31st, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of , 2017, by and between GPM Petroleum LP, a Delaware limited partnership (the Partnership), and GPM Investments, LLC, a Delaware limited liability company (GPM).

Osprey Energy Acquisition Corp – Form of Registration Rights Agreement (May 25th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among Osprey Energy Acquisition Corp., a Delaware corporation (the "Company") and Osprey Sponsor, LLC, a Delaware limited liability company (the "Sponsor" and, together with 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").

Modern Media Acquisition Corp. – Form of Registration Rights Agreement (May 5th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2017, is made and entered into by and among Modern Media Acquisition Corp., a Delaware corporation (the Corporation), and Modern Media Sponsor, LLC, a Delaware limited liability company (the Sponsor), together with the other parties listed on the signature pages hereto 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).

National Energy Services Reunited Corp. – Form of Registration Rights Agreement (April 25th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the __ day of ________, 2017, by and among National Energy Services Reunited Corp., a British Virgin Islands company (the "Company") and NESR Holdings Ltd., a British Virgin Islands company (the "Investor").

Form of Registration Rights Agreement (April 21st, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of April 20, 2017, between Social Reality, Inc., a Delaware corporation (the Company), and each of the several purchasers signatory hereto (each such purchaser, a Purchaser and, collectively, the Purchasers).

Harmony Merger Corp. – FORM OF REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN [*], Formerly Known as HARMONY MERGER CORP. AND THE STOCKHOLDERS SET FORTH ON SCHEDULE I AND SCHEDULE II ATTACHED HERETO DATED [*], 2017 (April 18th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among [*], formerly known as Harmony Merger Corp., a Delaware corporation (the "Company") and certain persons and entities listed on Schedule I (the "ND Holders") and Schedule II (the "Legacy Holders" and together with the ND Holders, the "Holders") attached hereto. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement.

Brighthouse Financial, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT Dated as of Between MetLife, Inc. And Brighthouse Financial, Inc. (April 18th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [*], 2017, is between MetLife, Inc., a Delaware corporation (RemainCo), and Brighthouse Financial, Inc., a Delaware corporation (SpinCo).

Harmony Merger Corp. – FORM OF REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN [*], Formerly Known as HARMONY MERGER CORP. AND THE STOCKHOLDERS SET FORTH ON SCHEDULE I AND SCHEDULE II ATTACHED HERETO DATED [*], 2017 (April 18th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among [*], formerly known as Harmony Merger Corp., a Delaware corporation (the "Company") and certain persons and entities listed on Schedule I (the "ND Holders") and Schedule II (the "Legacy Holders" and together with the ND Holders, the "Holders") attached hereto. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement.

Tapstone Energy Inc. – Form of Registration Rights Agreement (April 13th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of [ ] [*], 2017, by and among Tapstone Energy Inc., a Delaware corporation (the Company) and GSO E&P Holdings I LP, a Delaware limited partnership (GSO and, together with the Company, the Parties).