Model PIPE Registration Rights Agreement (US Issuer) (NVCA)
This Registration Rights Agreement ensures investors in a Private Investment in Public Equity (PIPE) financing can resell their purchased securities to the public. It obligates the company to file and maintain an effective registration statement with the SEC, outlining specific timelines, procedures, and indemnification provisions for both parties.
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 US 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 [Delaware] corporation (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 $[●] of (x) shares (the “Initial Shares”) of the Company's common stock, par value [$ ] per share (the “Common Stock”), and/or (y) pre-funded warrants to purchase shares of Common Stock [, and (z) common warrants (the “Common Warrants” (together with the pre-funded warrants,] (the “Warrants”) to purchase shares of Common Stock, in each case, pursuant to the Purchase Agreement. The Initial Shares and the shares of Common Stock 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.”
To induce the Investors to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.
NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:
DEFINITIONS.
For purposes of this Agreement, the following terms shall have the following meanings:
“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any other entity or organization.
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