叫什么名字RegistrationRightsAgreement注册权协议.doc

2021年1月22日发(作者：门门)

Registration Rights Agreement
注册权协议

-

WHEREAS,
the
Company
and
the
Stockholders
have
entered
into
a
Letter
Agreement
dated
_________,_________,_________(M,D,Y) (the Letter Agreement ),
pursuant to which WH is acquiring _________ shares (the Shares )
of Common Stock of the Company; and


WHEREAS, the Company and the Stockholders desire to enter
into
this
Registration
Rights
Agreement
on
the
terms
herein,
to
provide for
certain
arrangements with
respect to the registration of
the Shares under the Securities Act of 1933.


NOW, THEREFORE, in consideration of the mutual promises
and covenants contained in this Agreement, the parties hereto agree
as follows:


REGISTRATION RIGHTS


1. CERTAIN DEFINITIONS.



As used in this Agreement, the following terms shall have the
following respective meanings:



COMMISSION
means
the
Securities
and
Exchange
Commission, or any other federal agency at the time administering
the Securities Act.



COMMON
STOCK
means
the
common
stock,
$$,_________
par value per share, of the Company.



EXCHANGE
ACT
means
the
Securities
Exchange
Act
of
1934, as amended, or any successor federal statute, and the rules and
regulations of the Commission issued under such Act, as they each
may, from time to time, be in effect.



INITIAL PUBLIC OFFERING means the initial underwritten
public offering of shares of Common Stock pursuant to an effective
Registration Statement.




OTHER
HOLDERS
means
holders
of
securities
of
the
Company
(other
than
Stockholders)
who
are
entitled
by
contract
with
the
Company
to
have
securities
included
in
a
Registration
Statement.



PROSPECTUS
means
the
prospectus
included
in
any
Registration
Statement,
as
amended
or
supplemented
by
an
amendment
or
prospectus
supplement,
including
post-effective
amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.



REGISTRATION
STATEMENT
means
a
registration
statement
filed by
the
Company
with
the
Commission for
a
public
offering and sale of securities of the Company for its own account or
for the account of others (other than a registration statement on Form
S-8 or Form S-4, or their successors, or any other form for a similar
limited
purpose,
or
any
registration
statement
covering
only
securities proposed to be issued in exchange for securities or assets
of another corporation).



REGISTRATION
EXPENSES
means
the expenses described
in Section 2.3.




REGISTRABLE SHARES means (i) the Shares held by WH
on the date hereof, and (ii) any other shares of Common Stock issued
in
respect
of
the
Shares
(because
of
stock
splits,
stock
dividends,
reclassifications,
recapitalizations,
or
similar
events);
PROVIDED,
HOWEVER,
that
shares
of
Common
Stock
which
are
Registrable
Shares
shall
cease
to
be
Registrable
Shares
upon
(a)
any
sale
pursuant
to
a
Registration
Statement
or
Rule
144
under
the
Securities
Act
or
(b)
any
sale
in
any
manner
to
a
person
or
entity
which, by virtue of Section 3 of this Agreement, is not entitled to the
rights provided by this Agreement.



SECURITIES
ACT
means
the
Securities
Act
of
1933,
as
amended,
or
any
successor
federal
statute,
and
the
rules
and
regulations of the Commission issued under such Act, as they each
may, from time to time, be in effect.



SELLING
STOCKHOLDER
means
any
Stockholder
owning
Registrable Shares included in a Registration Statement.



SHARES
shall
have
the
meaning
specified
in
the
recitals
hereto.




STOCKHOLDERS means BBB and WH and any persons or
entities
to
whom
the
rights
granted
under
this
Agreement
are
transferred by the Stockholders, their successors or assigns pursuant
to Section 3 hereof.


2. REGISTRATION RIGHTS


2.1 INCIDENTAL REGISTRATION.


(a)
Whenever
the
Company
proposes
to
file
a
Registration
Statement
on
Form
S-3
(other
than
a
Registration
Statement
filed
pursuant to the Initial Public Offering), it will, prior to such filing,
give written notice to the Stockholders of its intention to do so. Upon
the written request of the Stockholders given within _________ days
after
the
Company
provides
such
notice
(which
request
shall
state
the intended method of disposition of such Registrable Shares), the
Company shall use its reasonable best efforts to cause all Registrable
Shares which the Company has been requested by the Stockholders
to
register
to
be
registered
under
the
Securities
Act
to
the
extent
necessary to permit their sale or other disposition in accordance with
the intended methods of distribution specified in the request of the
Stockholders;
provided
that
the
Company
shall
have
the
right
to

postpone
or
withdraw
any
registration
effected
pursuant
to
this
Section 2.1 without obligation to the Stockholders.


(b)
If
the
registration
for
which
the
Company
gives
notice
pursuant to Section 2.1(a) is of a registered public offering involving
an underwriting, the Company shall so advise the Stockholders as a
part of the written notice given pursuant to Section 2.1(a). In such
event, the right of the Stockholders to include the Registrable Shares
in
such
registration
pursuant
to
Section
2.1
shall
be
conditioned
upon
the
Stockholders’
participation
in
such
underwriting
on
the
terms set forth herein. The Stockholders proposing to distribute their
securities
through
such
underwriting
shall
(together
with
the
Company,
Other
Holders
and
any
officers
or
directors
of
the
Company
distributing
their
securities
through
such
underwriting)
enter
into
an
underwriting
agreement
with
the
underwriter
or
underwriters
selected
for
the
underwriting
by
the
Company.
Notwithstanding
any
other
provision
of
this
Section
2.1,
if
the
managing
underwriter
determines
that
the
inclusion
of
all
shares
requested
to
be
registered
would
adversely
affect
the
offering,
the
Company
may
limit
the
Registrable
Shares
to
be
included
in
the
registration
and
underwriting.
The
Company
shall
so
advise
the
Stockholders requesting registration, and the number
of
shares that
are entitled to be included in the registration and underwriting shall
be allocated in the following manner. The securities of the Company
held
by
officers
and
directors
of
the
Company
(other
than

Registrable
Shares)
shall
be
excluded
from
such
registration
and
underwriting
to
the
extent
deemed
advisable
by
the
managing
underwriter,
and,
if
a
further
limitation
on
the
number
of
shares
is
required,
the
number
of
shares
that
may
be
included
in
such
registration
and
underwriting
shall
be
allocated
among
the
Stockholders
and
the
Other
Holders
requesting
registration
in
proportion,
as
nearly
as
practicable,
to
the
respective
number
of
shares of Common Stock (on an as-converted basis) which they held
at the time the Company gives the notice specified in Section 2.1(a).
If
the
Stockholders
or
any
Other
Holder
would
thus
be
entitled
to
include more securities than such holder requested to be registered,
the excess shall be allocated among the Other Holders pro rata in the
manner
described
in
the
preceding
sentence.
If
any
holder
of
Registrable
Shares
or
any
officer,
director
or
Other
Holder
disapproves of the terms of any such underwriting, such person may
elect to withdraw therefrom by written notice to the Company, and
any
Registrable
Shares
or
other
securities
excluded
or
withdrawn
from such underwriting shall be withdrawn from such registration.


2.2 REGISTRATION PROCEDURES.


(a)
If
the
Company
has
delivered
a
Prospectus
to
the
Selling
Stockholders and after having done so the Prospectus is amended to
comply
with
the
requirements
of
the
Securities
Act,
the
Company

shall promptly notify the Selling Stockholders and, if requested, the
Selling
Stockholders
shall
immediately
cease
making
offers
of
Registrable Shares and return all Prospectuses to the Company. The
Company
shall
promptly
provide
the
Selling
Stockholders
with
revised
Prospectuses
and,
following
receipt
of
the
revised
Prospectuses,
the
Selling
Stockholders
shall
be
free
to
resume
making offers of the Registrable Shares.


(b)
In
the
event
that,
in
the
judgment
of
the
Company,
it
is
advisable to suspend use of a Prospectus included in a Registration
Statement due to pending material developments or other events that
have not yet been publicly disclosed and as to which the Company
believes public disclosure would be detrimental to the Company, the
Company
shall
notify
all
Selling
Stockholders
to
such
effect,
and,
upon
receipt
of
such
notice,
each
such
Selling
Stockholder
shall
immediately discontinue any sales of Registrable Shares pursuant to
such
Registration
Statement
until
such
Selling
Stockholder
has
received
copies
of
a
supplemented
or
amended
Prospectus
or
until
such Selling Stockholder is advised in writing by the Company that
the then current Prospectus may be used and has received copies of
any
additional
or
supplemental
filings
that
are
incorporated
or
deemed
incorporated
by
reference
in
such
Prospectus.
Notwithstanding anything to the contrary herein, the Company shall
not exercise its rights under this Section 2.2(b) to suspend sales of
Registrable
Shares
for
a
period
in
excess
of
60
days
in
any

_________-day period.


2.3 ALLOCATION OF EXPENSES. The Company will pay all
Registration Expenses for all registrations under this Agreement. For
purposes of this Section, the term Registration Expenses shall mean
all
expenses
incurred
by
the
Company
in
complying
with
this
Agreement, including, without limitation, all registration and filing
fees, exchange listing fees, printing expenses, fees and expenses of
counsel for the Company and the fees and expenses of one counsel
selected
by
the
Selling
Stockholders
and
the
Other
Holders
to
represent the Selling Stockholders and the Other Holders, state Blue
Sky
fees
and
expenses,
and
the
expense
of
any
special
audits
incident
to
or
required
by
any
such
registration,
but
excluding
underwriting
discounts,
selling
commissions
and
the
fees
and
expenses
of
Selling
Stockholders’
own
counsel
(other
than
the
counsel
selected
to
represent
all
Selling
Stockholders
and
Other
Holders).


2.4 INDEMNIFICATION AND CONTRIBUTION.


(a)
In
the
event
of
any
registration
of
any
of
the
Registrable
Shares
under
the
Securities
Act
pursuant
to
this
Agreement,
the
Company will indemnify and hold harmless the Selling Stockholders

selling such Registrable Shares, each underwriter of such Registrable
Shares,
and
each
other
person,
if
any,
who
controls
such
seller
or
underwriter
within
the
meaning
of
the
Securities
Act
or
the
Exchange Act against any losses, claims, damages or liabilities, joint
or
several,
to
which
such
seller,
underwriter
or
controlling
person
may
become
subject
under
the
Securities
Act,
the
Exchange
Act,
state securities or Blue Sky laws or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out
of
or
are
based
upon
any
untrue
statement
or
alleged
untrue
statement
of
any
material
fact
contained
in
the
Registration
Statement
under
which
such
sale
of
Registrable
Shares
was
registered
under
the
Securities
Act,
any
preliminary
prospectus
or
final
prospectus
contained
in
the
Registration
Statement,
or
any
amendment
or
supplement
to
such
Registration
Statement,
or
arise
out of or are based upon the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Company will reimburse
such
seller,
underwriter
and
each
such
controlling
person
for
any
legal
or
any
other
expenses
reasonably
incurred
by
such
seller,
underwriter or controlling person in connection with investigating or
defending
any
such
loss,
claim,
damage,
liability
or
action;
PROVIDED,
HOWEVER,
that
the
Company
will
not
be
liable
in
any
such
case
to
the
extent
that
any
such
loss,
claim,
damage
or
liability
arises
out
of
or
is
based
upon
any
untrue
statement
or
alleged
untrue
statement
or
omission
or
alleged
omission
made
in
such
Registration
Statement,
preliminary
prospectus
or
prospectus,

or
any
such
amendment
or
supplement,
in
reliance
upon
and
in
conformity with information furnished to the Company, in writing,
by
or
on
behalf
of
such
seller,
underwriter
or
controlling
person
specifically for use in the preparation thereof.


(b)
In
the
event
of
any
registration
of
any
of
the
Registrable
Shares
under
the
Securities
Act
pursuant
to
this
Agreement,
each
Selling
Stockholder,
severally
and
not
jointly,
will
indemnify
and
hold
harmless
the
Company,
each
of
its
directors
and
officers
and
each underwriter (if any) and each person, if any, who controls the
Company
or
any
such
underwriter
within
the
meaning
of
the
Securities
Act
or
the
Exchange
Act,
against
any
losses,
claims,
damages or liabilities, joint or several, to which the Company, such
directors and officers, underwriter or controlling person may become
subject
under
the
Securities
Act,
Exchange
Act,
state
securities
or
Blue Sky laws or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material
fact
contained
in
any
Registration
Statement
under
which
any
Registrable
Shares
were
registered
under
the
Securities
Act,
any
preliminary
prospectus
or
final
prospectus
contained
in
the
Registration
Statement,
or
any
amendment
or
supplement
to
the
Registration
Statement,
or
arise
out
of
or
are
based
upon
any
omission or alleged omission to state a material fact required to be
stated
therein
or
necessary
to
make
the
statements
therein
not