Model PIPE Registration Rights Agreement (FPI) (NVCA)
This agreement outlines the registration rights granted to investors who have purchased securities from a company in a private investment in public equity (PIPE) financing. It details the company's obligations to register these securities with the U.S. Securities and Exchange Commission (SEC) to allow investors to resell them to the public, as well as the investors' responsibilities and related indemnification provisions.
This model document is the work product of a national coalition of attorneys who represent investors, issuers and bank placement agents in PIPE financings. This document should be tailored to meet your specific requirements, and should not be construed as legal advice for any particular facts or circumstances.¹
¹ These model PIPE documents (for a foreign private issuer) have not been tailored for use in connection with a reverse merger, a deSPAC transaction or a financing requiring stockholder approval under NYSE or Nasdaq rules.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 20[ ], is entered into by and among [ ], a [type of entity] [incorporated/organized] under the laws of [jurisdiction of incorporation/organization] (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
WHEREAS:
Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investors, and the Investors have agreed to purchase, severally and not jointly, an aggregate of up to $[●] of (w) [ordinary shares (the “Ordinary Shares”), [par/nominal] value $[ ]² per share, of the Company (the “Initial Shares”)]³ [American Depositary Shares (“ADSs”), each representing [ ] ordinary shares (the “Ordinary Shares”), [par/nominal] value $[ ]⁴ per share, of the Company (the “Initial ADSs”)]⁵, and/or [(x)] pre-funded warrants to purchase [Ordinary Shares][ADSs] [[(x/y) Series [A] Non-Voting Convertible Preferred Shares, par value $[0.001] per share (and including any other class of securities into which the Series [A] Non-Voting Convertible Preferred Shares may hereafter be reclassified or changed into, the “Preferred Shares”) of the Company], and [(x/y/z)] warrants (the “[Ordinary Warrants][ADS Warrants]” (together with the pre-funded warrants,] (the “Warrants”) to purchase [Ordinary Shares][ADSs], in each case, pursuant to the Purchase Agreement. The [Initial Shares][Initial ADSs][, the Ordinary Shares issuable upon conversion of the Preferred Shares] and the [Ordinary Shares][ADSs] issuable upon exercise of the Warrants, without giving effect to any limitations on exercise of the pre-funded warrants, and assuming all of the pre-funded warrants are exercised for cash, are collectively referred to herein as the [“Shares.”][“Registrable ADSs.”]
² Insert par or nominal value of the Ordinary Shares.
³ Include if Company is issuing Ordinary Shares.
⁴ Insert par or nominal value of the Ordinary Shares.
⁵ Insert if Company is issuing ADSs.
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