This registration rights agreement template has 11 pages and is a MS Word file type listed under our business plan kit documents.
Sample of our registration rights agreement template:
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is effective [DATE], BETWEEN: [ISSUER NAME] (the "Issuer"), registered under the laws of [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SHAREHOLDER NAME] (the "Shareholder"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Issuer and Shareholder shall be referred to as the "Parties." WHEREAS, the Issuer and the Shareholder desire to define the registration rights of the Shareholder on the terms and subject to the conditions set forth herein. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS "Agreement" shall have the meaning given in the Preamble. "Board" shall mean the Board of Directors of the Issuer. "Business Combination" shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses, involving the Issuer. "Commission" shall mean the [STATE/PROVINCE] Securities and Exchange Commission. "Issuer" shall have the meaning given in the Preamble. "Shareholders" shall have the meaning given in the Preamble. "Misstatement" shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading. "Prospectus" shall mean the Prospectus included in any Registration Statement, as supplemented by any and all Prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such Prospectus. "Registrable Security" shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants), (c) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Issuer issuable upon conversion of any working capital loans in an amount up to [SPECIFY AMOUNT] made to the Issuer by a Shareholder, (d) any outstanding share of Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Issuer held by a Shareholder as of the date of this Agreement and (e) any other equity security of the Issuer issued or issuable with respect to any such share of Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization, provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Issuer and subsequent public distribution of such securities shall not require Registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities may be sold without Registration under the appropriate law. "Registration" shall mean a Registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements of the applicable Securities Act, and the applicable rules and regulations promulgated thereunder, and any such Registration Statement having been declared effective by, or become effective pursuant to rules promulgated by the Commission. "Registration Expenses" shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following: all Registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority and any securities exchange on which the Common Stock is then listed); fees and expenses of compliance with securities; printing, messenger, telephone and delivery expenses; reasonable fees and disbursements of counsel for the Issuer; reasonable fees and disbursements of all independent registered public accountants of the Issuer incurred specifically in connection with such Registration; and reasonable fees and expenses of one (1) legal counsel selected by the Demanding Shareholders initiating a Demand Registration and sale in the applicable Registration. "Registration Statement" shall mean any Registration Statement under the applicable Securities Act that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such Registration Statement, amendments (including post-effective amendments) and supplements to such Registration Statement, and all exhibits to and all material incorporated by reference in such Registration Statement. REQUEST FOR REGISTRATION Subject to the below mentioned provisions, at any time and from time to time on or after the date the Issuer consummates the Business Combination, the Shareholders of at least a majority in interest of the then-outstanding number of Registrable Securities (the "Demanding Shareholders") may make a written Demand for Registration of all or part of their Registrable Securities, which written Demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written Demand, a "Demand Registration"). The Issuer shall, within [NUMBER OF DAYS] days of the Issuer's receipt of the Demand Registration, notify, in writing, all other Shareholders of Registrable Securities of such Demand, and each Shareholder of Registrable Securities who thereafter wishes to include all or a portion of such Shareholder's Registrable Securities in a Registration pursuant to a Demand Registration (each such Shareholder that includes all or a portion of such Shareholder's Registrable Securities in such Registration, a "Requesting Shareholder") shall so notify the Issuer, in writing, within [NUMBER OF DAYS] days after the receipt by the Shareholder of the notice from the Issuer. Upon receipt by the Issuer of any such written notification from a Requesting Shareholder(s) to the Issuer, such Requesting Shareholder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration, and the Issuer shall effect, as soon thereafter as practicable, but not more than [NUMBER OF DAYS] days immediately after the Issuer's receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Shareholders and Requesting Shareholders pursuant to such Demand Registration. Under no circumstances shall the Issuer be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection with respect to any or all Registrable Securities, provided, however, that a Registration shall not be counted for such purposes unless a long-form Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Shareholders to be registered on behalf of the Requesting Shareholders in such Registration have been sold, in accordance with this Agreement.
