Registration Rights Agreement Sample Contracts

Tenzing Acquisition Corp. – Registration Rights Agreement (August 16th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of [__], 2018, by and among Tenzing Acquisition Corp., a British Virgin Islands company (the "Company"), Tenzing LLC (the "Sponsor Investor"), Maxim Group LLC (the "Maxim Investor" and, together with the Sponsor Investor, the "Investors", and each individually, an "Investor") and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.

Double Eagle Acquisition Corp. – Registration Rights Agreement (August 16th, 2018)

This REGISTRATION RIGHTS AGREEMENT, dated as of July 26, 2018 (this Agreement), and effective as of the Closing Date of the ModSpace Merger, is entered into by and among WillScot Corporation, a Delaware corporation (the Company), each of the ModSpace Investors (as defined below) set forth on Exhibit B hereto and the signatories to certain joinder agreements in the form attached hereto as Exhibit A pursuant to Section 2.9 or Section 2.13 hereof (each, a Joinder Party, collectively, the Joinder Parties). The Company, the ModSpace Investors and the Joinder Parties are referred to herein individually as a Party and collectively as the Parties.

Trunity Holdings, Inc. – Registration Rights Agreement (August 16th, 2018)

This Registration Rights AGREEMENT (the "Agreement"), dated as of August 9, 2018 (the "Execution Date"), is entered into by and between True Nature Holding, Inc., a Delaware corporation with its principal executive office at 1355 Peachtree Street, Suite 1150, Atlanta, GA 30309 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Jericho, NY 11753 (the "Investor").

Longevity Acquisition Corp – Registration Rights Agreement (August 15th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of August [ ], 2018, by and among Longevity Acquisition Corporation, a British Virgin Islands company (the "Company"), Whale Management Corporation (the "Sponsor"), and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.

Comstock Resources – Registration Rights Agreement (August 15th, 2018)
Danaos Corp. – REGISTRATION RIGHTS AGREEMENT Dated as of August 10, 2018 Among DANAOS CORPORATION and THE STOCKHOLDERS BOUND HEREBY (August 14th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of August 10, 2018 among Danaos Corporation, a Republic of the Marshall Islands corporation (the Company), the holders listed on Exhibit A hereto (together with their successors and permitted assigns, the Equity Lenders), and Danaos Investment Limited, an entity incorporated under the laws of New Zealand, as the Trustee of the 883 Trust (the Plan Sponsor and, collectively with the Equity Lenders, the Initial Holders and, together with the Company, the parties hereto).

Helios & Matheson North America Inc. – Registration Rights Agreement (August 14th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 4, 2018, by and between Oath Inc., a Delaware corporation ("Seller") and Helios and Matheson Analytics Inc., a Delaware corporation ("Buyer").

GWG Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT (L Bonds) (August 14th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 10, 2018 (this "Agreement"), is made and entered into by and among GWG Holdings, Inc., a Delaware corporation (the "Company") and each of the EXCHANGE TRUSTS set out on Schedule I (together with such additional Exchange Trusts that become a party hereto by joinder prior to the Initial Closing (as such term is defined in the Master Exchange Agreement (as defined below)), each a "Seller Trust" and collectively the "Seller Trusts"), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts (the "Trust Advisors") and any Holder Transferee.

Athenex, Inc. – Registration Rights Agreement (August 14th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July 3, 2018 by and between Athenex, Inc., a company incorporated under the laws of the State of Delaware (the "Company") and Perceptive Life Sciences Master Fund, Ltd., a Cayman Islands exempted company (the "Investor").

GWG Holdings, Inc. – Registration Rights Agreement (August 14th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 10, 2018 (this "Agreement"), is made and entered into by and among The Beneficient Company Group, L.P., a Delaware limited partnership (the "Company") and GWG Holdings, Inc., a Delaware corporation ("GWG").

Spartan Energy Acquisition Corp. – Registration Rights Agreement (August 14th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 9, 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").

Registration Rights Agreement (August 14th, 2018)
WestMountain Alternative Energy Inc – Registration Rights Agreement (August 14th, 2018)

This Registration Rights Agreement ("Agreement') is made and entered into this 27th day of April 2018, between Ofurace, LLC ("Shareholder"), and C-Bond Systems, LLC, a Texas limited liability company ("Company") (Company and Shareholder collectively, "Parties"). WHEREAS, the Company is prepared to consummate a proposed merger with WestMountain described below; and

MJ Holdings, Inc. – Registration Rights Agreement (August 13th, 2018)

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

Ocean Power Technologies – Registration Rights Agreement (August 13th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 13, 2018, by and between OCEAN POWER TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Harmony Merger Corp. – Registration Rights Agreement by and Between Nextdecade Corporation and the Stockholders Set Forth on Schedule I Attached Hereto Dated August 9, 2018 (August 13th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 9, 2018, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the "Company"), and certain entities listed on Schedule I (the "Holders") attached hereto. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Purchase Agreements (as defined below).

Remora Royalties, Inc. – Registration Rights Agreement (August 13th, 2018)
KokiCare, Inc. – Registration Rights Agreement (August 13th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 10, 2018, by and between AIT THERAPEUTICS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Registration Rights Agreement (August 13th, 2018)

This Registration Rights Agreement (this "Agreement") is made and entered into as of August 13, 2018, by and among Fidelity National Financial, Inc., a Delaware corporation (the "Company") and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative (the "Representative") of itself, Barclays Capital Inc., U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, Dowling & Partners Securities LLC, Keefe, Bruyette & Woods, Inc., MUFG Securities Americas Inc. and Piper Jaffray & Co. (collectively, the "Initial Purchasers"), each of whom has agreed to purchase the Company's 4.500% Senior Notes due 2028 (the "Initial Securities") pursuant to the Purchase Agreement (as defined below).

Riviera Resources, LLC – Registration Rights Agreement (August 10th, 2018)
EVO Payments, Inc. – REGISTRATION RIGHTS AGREEMENT Dated as of May 22, 2018 (August 10th, 2018)

WHEREAS, the Company is currently pursuing an initial public offering of its Class A Common Stock, the proceeds of which will be used to purchase newly-issued common units in EVO Investco, LLC; and

Eton Pharmaceuticals, Inc. – Registration Rights Agreement for Investors (August 10th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of June 19, 2017,1 by and among Eton Pharmaceuticals, Inc., a Delaware corporation ("Company"), and the persons listed on Schedule A hereto, referred to individually as the "Stockholder" and collectively as the "Stockholders".

Megalith Financial Acquisition Corp – Registration Rights Agreement (August 10th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [ ], 2018, is made and entered into by and among Megalith Financial Acquisition Corp., a Delaware corporation (the "Company"), MFA Investor Holdings LLC, a Delaware limited liability company (the "Sponsor"), Chardan Capital Markets, LLC ("Chardan") and each of the undersigned individuals (together with the Sponsor, Chardan 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").

Integrated Surg Sys – Registration Rights Agreement (August 10th, 2018)

This Registration Rights Agreement (this "Agreement") is made and entered into as of August 9, 2018, between TheMaven, Inc., a Delaware corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

DTZ Jersey Holdings Ltd – Registration Rights Agreement by and Among Cushman & Wakefield Plc, Tpg Drone Investment, L.P., Tpg Drone Co-Invest, L.P., Pagac Drone Holding I Lp, 2339532 Ontario Limited, Ontario Teachers Pension Plan Board, and Dtz Investment Holdings Lp Dated as of August 6, 2018 (August 9th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (the Agreement), dated as of August 6, 2018, by and among Cushman & Wakefield PLC, an English public limited company (together with its successors, the Company), TPG Drone Investment, L.P. (TPG Drone Investment), TPG Drone Co-Invest, L.P. (TPG Drone Co-Invest and together with TPG Drone Investment, TPG), PAGAC Drone Holding I LP (PAG), OTPP (as defined below), DTZ Investment Holdings LP (DTZ Investment) and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06.

MaxQ AI Ltd. – Registration Rights Agreement (August 9th, 2018)

AGREEMENT dated as of December 29, 2017 (this "Agreement") among MedyMatch Technology Ltd., a company incorporated under the laws of the Israel (the "Company"), Exigent Total Return Master Fund Ltd., a Cayman Islands limited liability company, Executives Holdings LP, a Delaware limited partnership, Lightbulb Partners LP, a Delaware limited partnership, Eugene Saragnese ("Saragnese"), and Reuven Raz ("Raz").

Us Xpress Enterprises – REGISTRATION RIGHTS AGREEMENT U.S. XPRESS ENTERPRISES, INC. Dated as of June 13, 2018 (August 9th, 2018)
MaxQ AI Ltd. – Registration Rights Agreement (August 9th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 29, 2017, by and among MedyMatch Technology Ltd., a company incorporated under the laws of the State of Israel, with headquarters located at 76 Yigal Alon Street, Floor 5, Tel Aviv, Israel 6706701 (the "Company"), and the investors listed on the Schedule of Purchasers attached hereto (each, a "Purchaser" and collectively, the "Purchasers").

MaxQ AI Ltd. – Amendment No. 1 to Registration Rights Agreement (August 9th, 2018)

THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment"), is made as of March 23, 2018, between MaxQ AI Ltd. (f/k/a MedyMatch Technology Ltd.), a company incorporated under the laws of the State of Israel (the "Company"), and Exigent Total Return Master Fund Ltd., a Cayman Islands limited liability company, Executives Holdings LP, a Delaware limited partnership, Lightbulb Partners LP, a Delaware limited partnership, Eugene Saragnese, and Reuven Raz (collectively the "Investors").

ADT, Inc. – Amendment to the Registration Rights Agreement Between Prime Security Services Topco Parent, L.P. And Adt Inc. (August 9th, 2018)

This Amendment, dated as of June 22, 2018 (this "Amendment") is entered into by and among Prime Security Services TopCo Parent, L.P ("Prime Parent"), Prime Security Services TopCo Parent II, L.P. ("Prime Parent II") and ADT Inc. (the "Company"), to add Prime Parent II as a "Stockholder" under the Registration Rights Agreement, dated as of January 23, 2018, by and between Prime Parent and the Company (the "Registration Rights Agreement"). Terms used but not defined herein shall have the meaning assigned in the Registration Rights Agreement.

Forum Merger II Corp – Registration Rights Agreement (August 8th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 2, 2018, is made and entered into by and among Forum Merger II Corporation, a Delaware corporation (the "Company"), Forum Investors II LLC, a Delaware limited liability company (the "Sponsor"), Jefferies LLC ("Jefferies") and EarlyBirdCapital, Inc. ("EBC") and each of the undersigned individuals (together with the Sponsor, Jefferies, EBC 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").

MERGER AND REGISTRATION RIGHTS AGREEMENT Dated as of August 8, 2018 by and Among ASHFORD INC., ASHFORD HOLDING CORP. And ASHFORD MERGER SUB INC. And, Solely for Purposes of Article v Hereof, ARCHIE BENNETT, JR., MJB INVESTMENTS, LP and MARK A. SHARKEY (August 8th, 2018)

MERGER AND REGISTRATION RIGHTS AGREEMENT dated as of August 8, 2018 (this Agreement), by and among Ashford Inc., a Maryland corporation (AINC), Ashford Holding Corp., a Maryland corporation (New Holdco), and Ashford Merger Sub Inc., a Maryland corporation (Merger Sub and, together with AINC and New Holdco, the Merger Parties), and, solely for the purposes of Article V hereof, Archie Bennett, Jr., MJB Investments, LP and Mark A. Sharkey (collectively, the Investors).

Registration Rights Agreement (August 7th, 2018)
MiFi (Novatel Wireless, Inc) – Registration Rights Agreement (August 7th, 2018)
Tottenham Acquisition I Ltd – Registration Rights Agreement (August 7th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 1st day of August, 2018, by and among Tottenham Acquisition I Limited, a British Virgin Islands company (the "Company") and the undersigned parties listed under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").