Form of Registration Rights Agreement Sample Contracts

Tortoise Acquisition Corp. – FORM OF REGISTRATION RIGHTS AGREEMENT (February 15th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of  [               ], 2019, is made and entered into by and among Tortoise Acquisition Corp., a Delaware corporation (the “Company”), Tortoise Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Atlas Point Energy Infrastructure Fund, LLC, a Delaware limited liability company (“Atlas Point”), Tortoise Borrower LLC, a Delaware limited liability company (“Tortoise Borrower”), and the undersigned parties listed under Holder on the signature pages 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”).

Waitr Holdings Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT (January 18th, 2019)

This Registration Rights Agreement (this “Agreement”) is entered into on January 17, 2019, by and among Waitr Holdings Inc., a Delaware corporation (the “Company”), and the undersigned parties listed on the signature pages hereto (each, an “Investor” and, collectively, the “Investors”).

Orrstown Financial Services Inc – FORM OF REGISTRATION RIGHTS AGREEMENT (December 20th, 2018)

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of December 19, 2018 and is made by and among Orrstown Financial Services, 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”).

RBB Bancorp – FORM OF REGISTRATION RIGHTS AGREEMENT (November 29th, 2018)

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of November 29, 2018 and is made by and among RBB Bancorp, a California 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”).

Livent Corp. – FORM OF REGISTRATION RIGHTS AGREEMENT by and between LIVENT CORPORATION and THE SHAREHOLDERS PARTY HERETO Dated as of [—] (October 1st, 2018)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of [—], is by and between Livent Corporation, a Delaware corporation (the “Company”), and FMC Corporation, including any Permitted Transferees (collectively, the “Shareholders” and individually, a “Shareholder”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

Apricus Biosciences, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT (September 21st, 2018)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September ___, 2018, between Apricus Biosciences, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Exicure, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT (August 28th, 2018)

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of August __, 2018, among Exicure, Inc., a Delaware corporation (the “Company”), and 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”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.

GridIron BioNutrients, Inc. – [FORM OF REGISTRATION RIGHTS AGREEMENT] (August 16th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 30, 2018 (the “Execution Date”), is entered into by and among GRIDIRON BIONUTRIENTS, INC., a Nevada corporation (the “Company”), and the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

KLX Energy Services Holdings, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT by and among KLX Energy Services Holdings, Inc. and Amin Khoury (August 15th, 2018)

REGISTRATION RIGHTS AGREEMENT, dated as of September [·], 2018 (this “Agreement”), by and among (i) KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), and (ii) Amin Khoury (together with his permitted transferees, collectively, the “Shareholder”).

KLX Energy Services Holdings, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT by and among KLX Energy Services Holdings, Inc. and Thomas P. McCaffrey (August 15th, 2018)

REGISTRATION RIGHTS AGREEMENT, dated as of September [·], 2018 (this “Agreement”), by and among (i) KLX Energy Services Holdings, Inc., a Delaware corporation (the “Company”), and (ii) Thomas P. McCaffrey (together with his permitted transferees, collectively, the “Shareholder”).

Elanco Animal Health Inc – FORM OF REGISTRATION RIGHTS AGREEMENT (August 2nd, 2018)

This REGISTRATION RIGHTS AGREEMENT, dated as of [·], 2018 (this “Agreement”), is by and between Elanco Animal Health Incorporated, an Indiana corporation (“Elanco”), and Eli Lilly and Company, an Indiana corporation (“Eli Lilly”).

Spartan Energy Acquisition Corp. – FORM OF REGISTRATION RIGHTS AGREEMENT (July 27th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of  [●], 2018, is made and entered into by and among Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), Spartan Energy Acquisition 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”).

Arlo Technologies, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT (July 6th, 2018)

This REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2018 (this “Agreement”), is made by and among NETGEAR, Inc., a Delaware corporation (“NETGEAR”), and Arlo Technologies, Inc., a Delaware corporation (“Arlo”).

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”).

County Bancorp, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT (May 30th, 2018)

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of May 30, 2018 and is made by and among County Bancorp, Inc., a Wisconsin 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”).

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”).

Ceridian HCM Holding Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT by and among Ceridian HCM Holding Inc. and the other parties hereto April [•], 2018 (April 12th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of April [•], 2018, by and among (i) Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), (ii) the Persons listed on the signature pages hereto as a THL Party (together, the “THL Party”), (iii) Cannae Holdings, LLC, a Delaware limited liability company (“Cannae”), (iv) the other Persons listed on the signature pages hereto as an Other Stockholder (each an “Other Stockholder”, and collectively the “Other Stockholders”).

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”).

Us Lbm Holdings, Inc. – FORM OF REGISTRATION RIGHTS AGREEMENT US LBM HOLDINGS, INC. (March 22nd, 2018)
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”).

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 Co – 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".

Artelo Biosciences, Inc. – 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”).

Ipsco Tubulars 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 between IPSCO Tubulars Inc., a Delaware corporation (the “Company”), and PAO TMK, a company organized under the laws of the Russian Federation (the “Initial Holder” and, together with the Company, the “Parties”).

Industrial Logistics Properties Trust – FORM OF REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN INDUSTRIAL LOGISTICS PROPERTIES TRUST AND SELECT INCOME REIT Dated as of , 201 (December 20th, 2017)

This Registration Rights Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of                      , 201  , by and between Industrial Logistics Properties Trust, a Maryland real estate investment trust (“ILPT”), and Select Income REIT, a Maryland real estate investment trust (including its successors and permitted assigns, “SIR”). ILPT and SIR are each referred to as a “Party” and together as the “Parties”.

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”).

Chron Organization, 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”).

Exicure, Inc. – 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.

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”).

Aevi Genomic Medicine, 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”).