Form Of Registration Rights Agreement Sample Contracts

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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).

Warrior Met Coal, Llc – Form of Registration Rights Agreement (April 10th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [ ], 2017, is entered into by and among Warrior Met Coal, Inc., a Delaware corporation (the Company), the Persons set forth on Schedule A attached hereto, and the other Persons who become signatories hereto following the date hereof (collectively, Holders).

Vine Resources Inc. – Form of Registration Rights Agreement (April 10th, 2017)

This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is dated as of [ ], 2017, by and among Vine Resources Inc., a Delaware corporation (the Company), Vine Investment LLC, a Delaware limited liability company (Vine Investment) and Vine Investment II LLC, a Delaware limited liability company (Vine Investment II) and certain holders which hold Registrable Securities (as defined below) that join this agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the Securityholders.

FDO Holdings, Inc. – Form of Registration Rights Agreement by and Among Floor & Decor Holdings, Inc. Ares Corporate Opportunities Fund Iii, L.P., Fs Equity Partners Vi, L.P. And the Other Stockholders Party Thereto (April 7th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2017, by and among Floor & Decor Holdings, Inc., a Delaware corporation (the Company), Ares Corporate Opportunities Fund III, L.P., a Delaware limited partnership (Ares), FS Equity Partners VI, L.P., a Delaware limited partnership (FS), and the stockholders listed on Schedule A hereto (such parties and each Person that executes a Joinder Agreement, individually, a Party and, collectively, the Parties) for so long as they own Shares (as defined below).

Solaris Oilfield Infrastructure, Inc. – Form of Registration Rights Agreement (April 6th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of [*], 2017, by and among Solaris Infrastructure, LLC, a Delaware limited liability company (Solaris), Solaris Oilfield Infrastructure 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).

Vantage Energy Acquisition Corp. – Form of Registration Rights Agreement (April 3rd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among Vantage Energy Acquisition Corp., a Delaware corporation (the "Company"), NGP Vantage Energy 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").

Vine Resources Inc. – Form of Registration Rights Agreement (March 27th, 2017)

This Registration Rights Agreement (as amended, restated, supplemented or otherwise modified from time to time, this Agreement) is dated as of [ ], 2017, by and among Vine Resources Inc., a Delaware corporation (the Company), Vine Investment LLC, a Delaware limited liability company (Vine Investment) and Vine Investment II LLC, a Delaware limited liability company (Vine Investment II) and certain holders which hold Registrable Securities (as defined below) that join this agreement pursuant to the provisions herein. Such holders of Registrable Securities party hereto are collectively referred to herein as the Securityholders.

Modern Media Acquisition Corp. – Form of Registration Rights Agreement (March 24th, 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).

HyperDynamics Corporation – Form of Registration Rights Agreement (March 23rd, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into effective as of , 2017, among Hyperdynamics Corporation, a Delaware corporation (the Company), each of the persons who have executed omnibus or counterpart signature page(s) hereto (each, a Subscriber and, collectively, the Subscribers), and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the Brokers).

Silver Run Acquisition Corp II – Form of Registration Rights Agreement (March 17th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [], 2017, is made and entered into by and among Silver Run Acquisition Corporation II, a Delaware corporation (the Company), Silver Run Sponsor II, 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).

Hess Midstream Partners LP – Form of Registration Rights Agreement (February 13th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of , by and among Hess Midstream Partners LP, a Delaware limited partnership (the Partnership), Hess Midstream Partners GP LP, a Delaware limited partnership (HESM GP), Hess Midstream Partners GP LLC, a Delaware limited liability company (GP LLC), Hess Investments North Dakota Limited, a Delaware corporation (Hess), and GIP II Blue Holding Partnership, L.P. (GIP). Hess and GIP are collectively referred to herein as the Sponsors. The Partnership, HESM GP, GP LLC and the Sponsors are collectively referred to herein as the Parties.

Malvern Bancorp, Inc. – Form of Registration Rights Agreement (February 8th, 2017)

This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is dated as of February 7, 2017 and is made by and among Malvern Bancorp, Inc., a Pennsylvania corporation (the "Company"), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the "Purchasers").

Ramaco Resources, Inc. – Form of Registration Rights Agreement (January 11th, 2017)

This Registration Rights Agreement (this Agreement), dated as of , 2017, is entered into by and among Ramaco Resources, 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).

Jagged Peak Energy Inc. – Form of Registration Rights Agreement (January 6th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of , 2017, by and among Jagged Peak Energy 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).

Pacific Special Acquisition Corp. – Form of Registration Rights Agreement (January 3rd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of [*], 2017, by and among (i) Pacific Special Acquisition Corp., a British Virgin Islands company with limited liability, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as "Borqs Technologies, Inc." (including any successor entity thereto, the "Company"), (ii) Zhengqi International Holding Limited, a business company incorporated in the British Virgin Islands with limited liability, in its capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative in accordance with the Merger Agreement, the "Purchaser Representative") and (iii) the undersigned parties listed as Investors on Exhibit A hereto and under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").

Pacific Special Acquisition Corp. – Form of Registration Rights Agreement (January 3rd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of [*], 2017, by and among (i) Pacific Special Acquisition Corp., a British Virgin Islands company with limited liability, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as "Borqs Technologies, Inc." (including any successor entity thereto, the "Company"), (ii) Zhengqi International Holding Limited, a business company incorporated in the British Virgin Islands with limited liability, in its capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative in accordance with the Merger Agreement, the "Purchaser Representative") and (iii) the undersigned parties listed as Investors on Exhibit A hereto and under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").

Gores Holdings II, Inc. – Form of Registration Rights Agreement (December 9th, 2016)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [*], 2016, is made and entered into by and among Gores Holdings II, Inc., a Delaware corporation (the Company), Gores Sponsor II 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).

FTE Networks, Inc. – Exhibit C: Form of Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT (November 21st, 2016)

This Registration Rights Agreement (this "Agreement") is made and entered into as of ______________, 2016 among FTE Networks, Inc., a Nevada corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").