REGISTRATION RIGHTS AGREEMENT
Exhibit 10.3
THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”)
is entered into as of the 20th day of
November, 2017, by and between Big Rock Partners
Acquisition Corp., a Delaware corporation (the “ Company
”), and the undersigned parties listed under Investors on the
signature page hereto (each, an “ Investor ” and
collectively, the “ Investors ”).
WHEREAS, the Investors currently hold all of the issued and
outstanding securities of the Company;
WHEREAS, the Investors and the Company desire to enter into this
Agreement to provide the Investors with certain rights relating to
the registration of shares of Common Stock, Founders’ Units
(defined below) and Working Capital Units (defined below) held by
them;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The following capitalized terms used herein
have the following meanings:
“ Agreement ” means this Agreement, as amended,
restated, supplemented, or otherwise modified from time to
time.
“ Business Combination ” means the acquisition of
direct or indirect ownership through a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization
or other similar type of transaction, of one or more businesses or
entities.
“ Commission ” means the Securities and Exchange
Commission, or any other federal agency then administering the
Securities Act or the Exchange Act.
“Common Stock ” means the common stock, par value
$0.001 per share, of the Company.
“ Company ” is defined in the preamble to this
Agreement.
“ Demand Registration ” is defined in Section
2.1.1.
“ Demanding Holder ” is defined in Section
2.1.1.
“ Exchange Act ” means the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the
time.
“ Form S-3 ” is defined in Section 2.3.
“ Founders’ Units ” means the units being
purchased privately by the Investors simultaneously with the
consummation of the Company’s initial public offering
(including to a certain extent in connection with the consummation
of the underwriters’ over-allotment option related
thereto).
“ Indemnified Party ” is defined in Section
4.3.
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“ Indemnifying Party ” is defined in Section
4.3.
“ Investor ” is defined in the preamble to this
Agreement.
“ Investor Indemnified Party ” is defined in Section
4.1.
“ Maximum Number of Shares ” is defined in Section
2.1.4.
“ Notices ” is defined in Section 6.3.
“ Piggy-Back Registration ” is defined in Section
2.2.1.
“ Register ,” “ Registered” and
“ Registration ” mean a registration effected by
preparing and filing a registration statement or similar document
in compliance with the requirements of the Securities Act, and the
applicable rules and regulations promulgated thereunder, and such
registration statement becoming effective.
“ Registrable Securities ” means (i) all of the shares
of Common Stock beneficially owned or held by Investors prior to
the consummation of the Company’s initial public offering,
(ii) all of the Founders’ Units (and underlying securities),
and (iii) all of the Working Capital Units (and underlying
securities). Registrable Securities include any warrants, shares of
capital stock or other securities of the Company issued as a
dividend or other distribution with respect to or in exchange for
or in replacement of such shares of Common Stock, Founders’
Units (and underlying securities) and Working Capital Units (and
underlying securities). As to any particular Registrable
Securities, such securities shall cease to be Registrable
Securities when: (a) 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; (b) such securities shall have been
otherwise transferred, new certificates for them not bearing a
legend restricting further transfer shall have been delivered by
the Company and subsequent public distribution of them shall not
require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding; or (d) such securities are
freely saleable under Rule 144 without volume
limitations.
“ Registration Statement ” means a registration
statement filed by the Company with the Commission in compliance
with the Securities Act and the rules and regulations promulgated
thereunder for a public offering and sale of Common Stock (other
than a registration statement on Form S-4 or Form S-8, or their
successors, or any registration statement covering only securities
proposed to be issued in exchange for securities or assets of
another entity).
“ Release Date ” means the date on which shares of
Common Stock are disbursed from escrow pursuant to Section 3 of
that certain Stock Escrow Agreement dated as of November
20, 2017 by and among the parties hereto and Continental
Stock Transfer & Trust Company.
“ Rule 144 ” means Rule 144 promulgated under the
Securities Act.
“ Securities Act ” means the Securities Act of 1933, as
amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at the
time.
“ Underwriter ” means a securities dealer who purchases
any Registrable Securities as principal in an underwritten offering
and not as part of such dealer’s market-making
activities.
“ Working Capital Units ” means the units held by
Investors or officers or directors of the Company, or their
affiliates, which may be issued in payment of working capital loans
made to the Company.
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2. REGISTRATION RIGHTS.
2.1 Demand Registration.
2.1.1. Request for Registration. At any time and from time to
time on or after (i) the date that the Company consummates a
Business Combination with respect to the Founders’ Units (or
underlying securities) and Working Capital Units (or underlying
securities) or (ii) three months prior to the Release Date with
respect to all other Registrable Securities, the holders of a
majority-in-interest of such Founders’ Units (or underlying
securities), Working Capital Units (or underlying securities) or
other Registrable Securities, as the case may be, held by the
Investors, officers or directors of the Company or their
affiliates, or the transferees of the Investors, may make a written
demand for registration under the Securities Act of all or part of
their Founders’ Units (or underlying securities), Working
Capital Units (or underlying securities) or other Registrable
Securities, as the case may be (a “ Demand Registration
”). Any demand for a Demand Registration shall specify the
number of shares of Registrable Securities proposed to be sold and
the intended method(s) of distribution thereof. The Company will
within 10 days of the Company’s receipt of the Demand
Registration notify all holders of Registrable Securities of the
demand, and each holder of Registrable Securities who wishes to
include all or a portion of such holder’s Registrable
Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a “
Demanding Holder ”) shall so notify the Company within ten
(10) days after the receipt by the holder of the notice from the
Company. Upon any such request, the Demanding Holders shall be
entitled to have their Registrable Securities included in the
Demand Registration, subject to Section 2.1.4 and the provisos set
forth in Section 3.1.1. The Company shall not be obligated to
effect more than an aggregate of three (3) Demand Registrations
under this Section 2.1.1 in respect of all Registrable
Securities.
2.1.2. Effective Registration. A registration will not count
as a Demand Registration until the Registration Statement filed
with the Commission with respect to such Demand Registration has
been declared effective and the Company has complied with all of
its obligations under this Agreement with respect thereto;
provided, however, that if, after such Registration Statement has
been declared effective, the offering of Registrable Securities
pursuant to a Demand Registration is interfered with by any stop
order or injunction of the Commission or any other governmental
agency or court, the Registration Statement with respect to such
Demand Registration will be deemed not to have been declared
effective, unless and until, (i) such stop order or injunction is
removed, rescinded or otherwise terminated, and (ii) a
majority-in-interest of the Demanding Holders thereafter
affirmatively elect to continue the offering and notify the Company
in writing, but in no event later than five (5) days of such
election; provided, further, that the Company shall not be
obligated to file a second Registration Statement until a
Registration Statement that has been filed is counted as a Demand
Registration or is terminated.
2.1.3. Underwritten Offering. If a majority-in-interest of the
Demanding Holders so elect and such holders so advise the Company
as part of their written demand for a Demand Registration, the
offering of such Registrable Securities pursuant to such Demand
Registration shall be in the form of an underwritten offering. In
such event, the right of any holder to include its Registrable
Securities in such registration shall be conditioned upon such
holder’s participation in such underwriting and the inclusion
of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to
distribute their securities through such underwriting shall enter
into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such underwriting by a
majority-in-interest of the holders initiating the Demand
Registration.
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2.1.4. Reduction of Offering. If the managing Underwriter or
Underwriters for a Demand Registration that is to be an
underwritten offering, in good faith, advises the Company and the
Demanding Holders in writing that the dollar amount or number of
shares of Registrable Securities which the Demanding Holders desire
to sell, taken together with all other shares of Common Stock or
other securities which the Company desires to sell and the shares
of Common Stock, if any, as to which registration has been
requested pursuant to written contractual piggy-back registration
rights held by other stockholders of the Company who desire to
sell, exceeds the maximum dollar amount or maximum number of shares
that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or
the probability of success of such offering (such maximum dollar
amount or maximum number of shares, as applicable, the “
Maximum Number of Shares ”), then the Company shall include
in such registration: (i) the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders
(pro rata in accordance with the number of shares that each such
Demanding Holder has requested be included in such registration,
regardless of the number of shares held by each such Demanding
Holder (such proportion is referred to herein as “ Pro Rata
”)) that can be sold without exceeding the Maximum Number of
Shares; (ii) to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (i), the Registrable
Securities of holders exercising their rights to register their
Registrable Securities pursuant to Section 2.2; (iii) to the extent
that the Maximum Number of Shares has not been reached under the
foregoing clauses (i) and (ii), the shares of Common Stock or other
securities that the Company desires to sell that can be sold
without exceeding the Maximum Number of Shares; (iv) to the extent
that the Maximum Number of Shares has not been reached under the
foregoing clauses (i), (ii) and (iii), the shares of Common Stock
or other securities registrable pursuant to the terms of the Unit
Purchase Option issued to EarlyBirdCapital, Inc. or its designees
in connection with the Company’s initial public offering (the
“ Unit Purchase Option ” and such registrable
securities, the “ Option Securities ”) as to which
“piggy-back” registration has been requested by the
holders thereof, Pro Rata, that can be sold without exceeding the
Maximum Number of Shares and (v) to the extent that the Maximum
Number of Shares have not been reached under the foregoing clauses
(i), (ii), (iii) and (iv), the shares of Common Stock or other
securities for the account of other persons that the Company is
obligated to register pursuant to written contractual arrangements
with such persons and that can be sold without exceeding the
Maximum Number of Shares.
2.1.5. Withdrawal. If a majority-in-interest of the Demanding
Holders disapprove of the terms of any underwriting or are not
entitled to include all of their Registrable Securities in any
offering, such majority-in-interest of the Demanding Holders may
elect to withdraw from such offering by giving written notice to
the Company and the Underwriter or Underwriters of their request to
withdraw prior to the effectiveness of the Registration Statement
filed with the Commission with respect to such Demand Registration.
If the majority-in-interest of the Demanding Holders withdraws from
a proposed offering relating to a Demand Registration, then such
registration shall not count as a Demand Registration provided for
in this Section 2.1.
2.2 Piggy-Back Registration.
2.2.1. Piggy-Back Rights. If at any time on or after the date
the Company consummates a Business Combination the Company proposes
to file a Registration Statement under the Securities Act with
respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into,
equity securities, by the Company for its own account or for
stockholders of the Company for their account (or by the Company
and by stockholders of the Company including, without limitation,
pursuant to Section 2.1), other than a Registration Statement (i)
filed in connection with any employee stock option or other benefit
plan, (ii) for an exchange offer or offering of securities solely
to the Company’s existing stockholders, (iii) for an offering
of debt that is convertible into equity securities of the Company
or (iv) for a dividend reinvestment plan, then the Company shall
(x) give written notice of such proposed filing to the holders of
Registrable Securities as soon as practicable but in no event less
than ten (10) days before the anticipated filing date, which notice
shall describe the amount and type of securities to be included in
such offering, the intended method(s) of distribution, and the name
of the proposed managing Underwriter or Underwriters, if any, of
the offering, and (y) offer to the holders of Registrable
Securities in such notice the opportunity to register the sale of
such number of shares of Registrable Securities as such holders may
request in writing within five (5) days following receipt of such
notice (a “ Piggy-Back Registration ”). The Company
shall, in good faith, cause such Registrable Securities to be
included in such registration and shall use its best efforts to
cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities
requested to be included in a Piggy-Back Registration on the same
terms and conditions as any similar securities of the Company and
to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of
distribution thereof. All holders of Registrable Securities
proposing to distribute their securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall
enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such Piggy-Back
Registration.
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2.2.2. Reduction of Offering. If the managing Underwriter or
Underwriters for a Piggy-Back Registration that is to be an
underwritten offering advises the Company and the holders of
Registrable Securities in writing that the dollar amount or number
of shares of Common Stock which the Company desires to sell, taken
together with shares of Common Stock, if any, as to which
registration has been demanded pursuant to separate written
contractual arrangements with persons or entities other than the
holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this
Section 2.2, and the shares of Common Stock, if any, as to which
registration has been requested pursuant to the written contractual
piggy-back registration rights of other stockholders of the
Company, exceeds the Maximum Number of Shares, then the Company
shall include in any such registration:
a) If the registration is undertaken for the Company’s
account: (A) the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the
Maximum Number of Shares; (B) to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the
shares of Common Stock or other securities, if any, comprised of
Registrable Securities and Option Securities, as to which
registration has been requested pursuant to the applicable written
contractual piggy-back registration rights of such security
holders, Pro Rata, that can be sold without exceeding the Maximum
Number of Shares; and (C) to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (A) and
(B), the shares of Common Stock or other securities for the account
of other persons that the Company is obligated to register pursuant
to written contractual piggy-back registration rights with such
persons and that can be sold without exceeding the Maximum Number
of Shares; and
b) If the registration is a “demand” registration
undertaken at the demand of holders of Option Securities, (A) the
shares of Common Stock or other securities for the account of the
demanding persons that can be sold without exceeding the Maximum
Number of Shares; (B) to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the
shares of Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of
Shares; (C) to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A) and (B), the shares of
Common Stock or other securities comprised of Registrable
Securities, Pro Rata, as to which registration has been requested
pursuant to the terms hereof that can be sold without exceeding the
Maximum Number of Shares; and (D) to the extent that the Maximum
Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to
register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of
Shares.
c) If the registration is a “demand” registration
undertaken at the demand of persons or entities other than the
holders of Registrable Securities or Option Securities, (A) the
shares of Common Stock or other securities for the account of the
demanding persons that can be sold without exceeding the Maximum
Number of Shares; (B) to the extent that the Maximum Number of
Shares has not been reached under the foregoing clause (A), the
shares of Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of
Shares; (C) to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A) and (B), the shares of
Common Stock or other securities comprised of Registrable
Securities and Option Securities, Pro Rata, as to which
registration has been requested pursuant to the terms hereof and
the Unit Purchase Option, as applicable, that can be sold without
exceeding the Maximum Number of Shares; and (D) to the extent that
the Maximum Number of Shares has not been reached under the
foregoing clauses (A), (B) and (C), the shares of Common Stock or
other securities for the account of other persons that the Company
is obligated to register pursuant to written contractual
arrangements with such persons, that can be sold without exceeding
the Maximum Number of Shares.
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2.2.3. Withdrawal. Any holder of Registrable Securities may
elect to withdraw such holder’s request for inclusion of
Registrable Securities in any Piggy-Back Registration by giving
written notice to the Company of such request to withdraw prior to
the effectiveness of the Registration Statement. The Company
(whether on its own determination or as the result of a withdrawal
by persons making a demand pursuant to written contractual
obligations) may withdraw a registration statement at any time
prior to the effectiveness of the Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all
expenses incurred by the holders of Registrable Securities in
connection with such Piggy-Back Registration as provided in
Section 3.3.
2.2.4. Unlimited Piggy-Back Registration Rights. For
purposes of clarity, any registration effected pursuant to
Section 2.2 hereof shall not be counted as a registration
pursuant to a Demand Registration effected under Section 2.1
hereof.
2.3 Registrations on Form S-3. The holders of Registrable
Securities may at any time and from time to time, request in
writing that the Company register the resale of any or all of such
Registrable Securities on Form S-3 or any similar short-form
registration which may be available at such time (“ Form S-3
”); provided, however, that the Company shall not be
obligated to effect such request through an underwritten offering.
Upon receipt of such written request, the Company will promptly
give written notice of the proposed registration to all other
holders of Registrable Securities, and each holder of Registrable
Securities who thereafter wishes to include all or a portion of
such holder’s Registrable Securities in such registration
shall so notify the Company, in writing, within ten (10) days after
the receipt by the holder of the notice from the Company, and, as
soon as practicable thereafter but not more than twelve (12) days
after the Company’s initial receipt of such written request
for a registration, effect the registration of all or such portion
of such holder’s or holders’ Registrable Securities as
are specified in such request, together with all or such portion of
the Registrable Securities or other securities of the Company, if
any, of any other holder or holders joining in such request;
provided, however, that the Company shall not be obligated to
effect any such registration pursuant to this Section 2.3 if: (i)
Form S-3 is not available for such offering; or (ii) the holders of
the Registrable Securities, together with the holders of any other
securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other
securities (if any) at any aggregate price to the public of less
than $500,000. Registrations effected pursuant to this Section 2.3
shall not be counted as Demand Registrations effected pursuant to
Section 2.1.
3. REGISTRATION PROCEDURES.
3.1 Filings; Information. Whenever the Company is required to
effect the registration of any Registrable Securities pursuant to
Section 2, the Company shall use its best efforts to effect the
registration and sale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof as
expeditiously as practicable, and in connection with any such
request:
3.1.1. Filing Registration Statement. The Company shall, as
expeditiously as possible and in any event within sixty (60) days
after receipt of a request for a Demand Registration pursuant to
Section 2.1, prepare and file with the Commission a Registration
Statement on any form for which the Company then qualifies or which
counsel for the Company shall deem appropriate and which form shall
be available for the sale of all Registrable Securities to be
registered thereunder in accordance with the intended method(s) of
distribution thereof, and shall use its best efforts to cause such
Registration Statement to become and remain effective for the
period required by Section 3.1.3; provided, however, that the
Company shall have the right to defer any Demand Registration for
up to thirty (30) days, and any Piggy-Back Registration for such
period as may be applicable to deferment of any demand registration
to which such Piggy-Back Registration relates, in each case if the
Company shall furnish to the holders a certificate signed by the
Chairman of the Board of Directors or President of the Company
stating that, in the good faith judgment of the Board of Directors
of the Company, it would be materially detrimental to the Company
and its stockholders for such Registration Statement to be effected
at such time; provided further, however, that the Company shall not
have the right to exercise the right set forth in the immediately
preceding proviso more than once in any 365-day period in respect
of a Demand Registration hereunder.
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3.1.2. Copies. The Company shall, prior to filing a
Registration Statement or prospectus, or any amendment or
supplement thereto, furnish without charge to the holders of
Registrable Securities included in such registration, and such
holders’ legal counsel, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such
Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus
included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable
Securities included in such registration or legal counsel for any
such holders may request in order to facilitate the disposition of
the Registrable Securities owned by such holders.
3.1.3. Amendments and Supplements. The Company shall prepare
and file with the Commission such amendments, including
post-effective amendments, and supplements to such Registration
Statement and the prospectus used in connection therewith as may be
necessary to keep such Registration Statement effective and in
compliance with the provisions of the Securities Act until all
Registrable Securities and other securities covered by such
Registration Statement have been disposed of in accordance with the
intended method(s) of distribution set forth in such Registration
Statement (which period shall not exceed the sum of one hundred
eighty (180) days plus any period during which any such disposition
is interfered with by any stop order or injunction of the
Commission or any governmental agency or court) or such securities
have been withdrawn.
3.1.4. Notification. After the filing of a Registration
Statement, the Company shall promptly, and in no event more than
two (2) business days after such filing, notify the holders of
Registrable Securities included in such Registration Statement of
such filing, and shall further notify such holders promptly and
confirm such advice in writing in all events within two (2)
business days of the occurrence of any of the following: (i) when
such Registration Statement becomes effective; (ii) when any
post-effective amendment to such Registration Statement becomes
effective; (iii) the issuance or threatened issuance by the
Commission of any stop order (and the Company shall take all
actions required to prevent the entry of such stop order or to
remove it if entered); and (iv) any request by the Commission for
any amendment or supplement to such Registration Statement or any
prospectus relating thereto or for additional information or of the
occurrence of an event requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered to
the purchasers of the securities covered by such Registration
Statement, such prospectus will not contain an untrue statement of
a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, and promptly make available to the holders of
Registrable Securities included in such Registration Statement any
such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment
or supplement thereto, including documents incorporated by
reference, the Company shall furnish to the holders of Registrable
Securities included in such Registration Statement and to the legal
counsel for any such holders, copies of all such documents proposed
to be filed sufficiently in advance of filing to provide such
holders and legal counsel with a reasonable opportunity to review
such documents and comment thereon, and the Company shall not file
any Registration Statement or prospectus or amendment or supplement
thereto, including documents incorporated by reference, to which
such holders or their legal counsel shall reasonably
object.
3.1.5. Securities Laws Compliance. The Company shall use its
best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or
“blue sky” laws of such jurisdictions in the United
States as the holders of Registrable Securities included in such
Registration Statement (in light of their intended plan of
distribution) may request and (ii) take such action necessary to
cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other
governmental authorities or securities exchanges, including the
Nasdaq Capital Market, as may be necessary by virtue of the
business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the
holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business
in any jurisdiction where it would not otherwise be required to
qualify but for this paragraph or subject itself to taxation in any
such jurisdiction.
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3.1.6. Agreements for Disposition. The Company shall enter
into customary agreements (including, if applicable, an
underwriting agreement in customary form) and take such other
actions as are reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities. The
representations, warranties and covenants of the Company in any
underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and
for the benefit of the holders of Registrable Securities included
in such registration statement. No holder of Registrable Securities
included in such registration statement shall be required to make
any representations or warranties in the underwriting agreement
except as reasonably requested by the Underwriters and, if
applicable, with respect to such holder’s organization, good
standing, authority, title to Registrable Securities, lack of
conflict of such sale with such holder’s material agreements
and organizational documents, and with respect to written
information relating to such holder that such holder has furnished
in writing expressly for inclusion in such Registration
Statement.
3.1.7. Cooperation. The principal executive officer of the
Company, the principal financial officer of the Company, the
principal accounting officer of the Company and all other officers
and members of the management of the Company shall cooperate fully
in any offering of Registrable Securities hereunder, which
cooperation shall include, without limitation, the preparation of
the Registration Statement with respect to such offering and all
other offering materials and related documents, and participation
in meetings with Underwriters, attorneys, accountants and potential
investors.
3.1.8. Records. The Company shall make available for
inspection by the holders of Registrable Securities included in
such Registration Statement, any Underwriter participating in any
disposition pursuant to such registration statement and any
attorney, accountant or other professional retained by any holder
of Registrable Securities included in such Registration Statement
or any Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be
necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors
and employees to supply all information requested by any of them in
connection with such Registration Statement.
3.1.9. Opinions and Comfort Letters. The Company shall furnish
to each holder of Registrable Securities included in any
Registration Statement a signed counterpart, addressed to such
holder, of (i) any opinion of counsel to the Company delivered to
any Underwriter and (ii) any comfort letter from the
Company’s independent public accountants delivered to any
Underwriter. In the event no legal opinion is delivered to any
Underwriter, the Company shall furnish to each holder of
Registrable Securities included in such Registration Statement, at
any time that such holder elects to use a prospectus, an opinion of
counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective
and that no stop order is in effect.
3.1.10. Earnings Statement. The Company shall comply with all
applicable rules and regulations of the Commission and the
Securities Act, and make available to its stockholders, as soon as
reasonably practicable, an earnings statement covering a period of
twelve (12) months, beginning within three (3) months after the
effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.
3.1.11. Listing. The Company shall use its best efforts to
cause all Registrable Securities included in any registration to be
listed on such exchanges or otherwise designated for trading in the
same manner as similar securities issued by the Company are then
listed or designated or, if no such similar securities are then
listed or designated, in a manner satisfactory to the holders of a
majority of the Registrable Securities included in such
registration.
8
3.1.12. Transfer Agent. The Company shall provide a
transfer agent or warrant agent, as applicable, and registrar for
all such Registrable Securities no later than the effective date of
the registration statement.
3.1.13. Misstatements. The Company shall notify the holders at
any time when a prospectus relating to such registration statement
is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes 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 therein in the
light of the circumstances under which they were made not
misleading (a “ Misstatement ”), and then to correct
such Misstatement.
3.2 Obligation to Suspend Distribution. Upon receipt of any
notice from the Company of the happening of any event of the kind
described in Section 3.1.4(iv), or, in the case of a resale
registration on Form S-3 pursuant to Section 2.3 hereof, upon any
suspension by the Company, pursuant to a written xxxxxxx xxxxxxx
compliance program adopted by the Company’s Board of
Directors, of the ability of all “insiders” covered by
such program to transact in the Company’s securities because
of the existence of material non-public information, each holder of
Registrable Securities included in any registration shall
immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable
Securities until such holder receives the supplemented or amended
prospectus contemplated by Section 3.1.4(iv) or the restriction on
the ability of “insiders” to transact in the
Company’s securities is removed, as applicable, and, if so
directed by the Company, each such holder will deliver to the
Company all copies, other than permanent file copies then in such
holder’s possession, of the most recent prospectus covering
such Registrable Securities at the time of receipt of such
notice.
3.3 Registration Expenses. The Company shall bear all costs
and expenses incurred in connection with any Demand Registration
pursuant to Section 2.1, any Piggy-Back Registration pursuant to
Section 2.2, and any registration on Form S-3 effected pursuant to
Section 2.3, and all expenses incurred in performing or complying
with its other obligations under this Agreement, whether or not the
Registration Statement becomes effective, including, without
limitation: (i) all registration and filing fees and fees of any
securities exchange on which the Class A Common Stock is then
listed; (ii) fees and expenses of compliance with securities or
“blue sky” laws (including fees and disbursements of
counsel for the Underwriters in connection with blue sky
qualifications of the Registrable Securities); (iii) printing,
messenger, telephone and delivery expenses; (iv) the
Company’s internal expenses (including, without limitation,
all salaries and expenses of its officers and employees); (v) the
fees and expenses incurred in connection with the listing of the
Registrable Securities as required by Section 3.1.11; (vi)
Financial Industry Regulatory Authority fees; (vii) fees and
disbursements of counsel for the Company and fees and expenses for
independent certified public accountants retained by the Company
(including the expenses or costs associated with the delivery of
any opinions or comfort letters requested pursuant to Section
3.1.9); (viii) the fees and expenses of any special experts
retained by the Company in connection with such registration; and
(ix) the fees and expenses of one legal counsel selected by the
holders of a majority-in-interest of the Registrable Securities
included in such registration. The Company shall have no obligation
to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the
holders thereof, which underwriting discounts or selling
commissions shall be borne by such holders. Additionally, in an
underwritten offering, all selling stockholders and the Company
shall bear the expenses of the underwriter pro rata in proportion
to the respective amount of shares each is selling in such
offering.
3.4 Information. The holders of Registrable Securities shall
provide such information as may reasonably be requested by the
Company, or the managing Underwriter, if any, in connection with
the preparation of any Registration Statement, including amendments
and supplements thereto, in order to effect the registration of any
Registrable Securities under the Securities Act pursuant to Section
2 and in connection with the Company’s obligation to comply
with federal and applicable state securities laws.
9
3.5 Requirements for Participation in Underwritten Offerings
and Limitations on Registration Rights. No person may participate
in any underwritten offering for equity securities of the Company
pursuant to a registration initiated by the Company hereunder
unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements
approved by the Company and (ii) completes and executes all
customary questionnaires, powers of attorney, indemnities, lock-up
agreements, underwriting agreements and other customary documents
as may be reasonably required under the terms of such underwriting
arrangements. Notwithstanding anything herein to the contrary, (i)
EarlyBirdCapital, Inc. may not exercise its rights under Sections
2.1 and 2.2 hereunder after five (5) and seven (7) years after the
effective date of the registration statement relating to the
Company’s initial public offering, respectively, and (ii)
EarlyBirdCapital, Inc. may not exercise its rights under Section
2.1 more than one time.
3.6 Suspension of Sales; Adverse Disclosure. Upon receipt of
written notice from the Company that a registration statement or
prospectus contains a Misstatement, each of the Holders shall
forthwith discontinue disposition of Registrable Securities until
it has received copies of a supplemented or amended prospectus
correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment
as soon as practicable after the time of such notice), or until it
is advised in writing by the Company that the use of the prospectus
may be resumed. If the filing, initial effectiveness or continued
use of a registration statement in respect of any registration at
any time would require the Company to make an Adverse Disclosure
(as defined below) or would require the inclusion in such
registration statement of financial statements that are unavailable
to the Company for reasons beyond the Company’s control, the
Company may, upon giving prompt written notice of such action to
the holders, delay the filing or initial effectiveness of, or
suspend use of, such registration statement for the shortest period
of time, but in no event more than thirty (30) days, determined in
good faith by the Company to be necessary for such purpose. In the
event the Company exercises its rights under the preceding
sentence, the holders agree to suspend, immediately upon their
receipt of the notice referred to above, their use of the
prospectus relating to any registration in connection with any sale
or offer to sell Registrable Securities. The Company shall
immediately notify the Holders of the expiration of any period
during which it exercised its rights under this Section 3.6.
“ Adverse Disclosure ” shall mean any public disclosure
of material non-public information, which disclosure, in the good
faith judgment of the principal executive officer or principal
financial officer of the Company, after consultation with counsel
to the Company, (i) would be required to be made in any
registration statement or prospectus in order for the applicable
registration statement or prospectus not to contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements contained therein (in the case of
any prospectus and any preliminary prospectus, in the light of the
circumstances under which they were made) not misleading, (ii)
would not be required to be made at such time if the registration
statement were not being filed, and (iii) the Company has a bona
fide business purpose for not making such information
public.
3.7 Reporting Obligations. As long as any holder shall own
Registrable Securities, the Company, at all times while it shall be
reporting under the Exchange Act, covenants to file timely (or
obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after
the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the holders with true and complete
copies of all such filings. The Company further covenants that it
shall take such further action as any holder may reasonably
request, all to the extent required from time to time to enable
such holder to sell shares of the Common Stock held by such holder
without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 promulgated under the
Securities Act, including providing any legal opinions. Upon the
request of any holder, the Company shall deliver to such holder a
written certification of a duly authorized officer as to whether it
has complied with such requirements.
4. INDEMNIFICATION AND CONTRIBUTION.
4.1 Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Investor and each other holder of
Registrable Securities, and each of their respective officers,
employees, affiliates, directors, partners, members, attorneys and
agents, and each person, if any, who controls an Investor and each
other holder of Registrable Securities (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act)
(each, an “ Investor Indemnified Party ”), from and
against any expenses, losses, judgments, claims, damages or
liabilities, whether joint or several, arising out of or based upon
any untrue statement (or allegedly untrue statement) of a material
fact contained in any Registration Statement under which the sale
of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus or summary
prospectus contained in the Registration Statement, or any
amendment or supplement to such Registration Statement, or arising
out of or 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 misleading, or any violation by the
Company of the Securities Act or any rule or regulation promulgated
thereunder applicable to the Company and relating to action or
inaction required of the Company in connection with any such
registration; and the Company shall promptly reimburse the Investor
Indemnified Party for any legal and any other expenses reasonably
incurred by such Investor Indemnified Party in connection with
investigating and defending any such expense, loss, judgment,
claim, damage, liability or action; provided, however, that the
Company will not be liable in any such case to the extent that any
such expense, loss, claim, damage or liability arises out of or is
based upon any untrue statement or allegedly untrue statement or
omission or alleged omission made in such Registration Statement,
preliminary prospectus, final prospectus, or summary prospectus, or
any such amendment or supplement, in reliance upon and in
conformity with information furnished to the Company, in writing,
by such selling holder expressly for use therein. The Company also
shall indemnify any Underwriter of the Registrable Securities,
their officers, affiliates, directors, partners, members and agents
and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this
Section 4.1.
10
4.2 Indemnification by Holders of Registrable Securities. Each
selling holder of Registrable Securities will, in the event that
any registration is being effected under the Securities Act
pursuant to this Agreement of any Registrable Securities held by
such selling holder, indemnify and hold harmless the Company, each
of its directors and officers and each underwriter (if any), and
each other selling holder and each other person, if any, who
controls another selling holder or such underwriter within the
meaning of the Securities Act, against any losses, claims,
judgments, damages or liabilities, whether joint or several,
insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any
untrue statement or allegedly untrue statement of a material fact
contained in any Registration Statement under which the sale of
such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus or summary
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 the alleged omission to state
a material fact required to be stated therein or necessary to make
the statement therein not misleading, if the statement or omission
was made in reliance upon and in conformity with information
furnished in writing to the Company by such selling holder
expressly for use therein, and shall reimburse the Company, its
directors and officers, and each other selling holder or
controlling person for any legal or other expenses reasonably
incurred by any of them in connection with investigation or
defending any such loss, claim, damage, liability or action. Each
selling holder’s indemnification obligations hereunder shall
be several and not joint and shall be limited to the amount of any
net proceeds actually received by such selling holder. Each selling
holder of Registrable Securities shall indemnify any Underwriter of
the Registrable Securities, their officers, affiliates, directors,
partners, members and agents and each person who controls such
Underwriter to the same extent as provided in the foregoing with
respect to indemnification of the Company.
4.3 Conduct of Indemnification Proceedings. Promptly after
receipt by any person of any notice of any loss, claim, damage or
liability or any action in respect of which indemnity may be sought
pursuant to Section 4.1 or 4.2, such person (the “
Indemnified Party ”) shall, if a claim in respect thereof is
to be made against any other person for indemnification hereunder,
notify such other person (the “ Indemnifying Party ”)
in writing of the loss, claim, judgment, damage, liability or
action; provided, however, that the failure by the Indemnified
Party to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability which the Indemnifying Party
may have to such Indemnified Party hereunder, except and solely to
the extent the Indemnifying Party is actually prejudiced by such
failure. If the Indemnified Party is seeking indemnification with
respect to any claim or action brought against the Indemnified
Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly
with all other Indemnifying Parties, to assume control of the
defense thereof with counsel satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party
of its election to assume control of the defense of such claim or
action, the Indemnifying Party shall not be liable to the
Indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided,
however, that in any action in which both the Indemnified Party and
the Indemnifying Party are named as defendants, the Indemnified
Party shall have the right to employ separate counsel (but no more
than one such separate counsel) to represent the Indemnified Party
and its controlling persons who may be subject to liability arising
out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the fees and
expenses of such counsel to be paid by such Indemnifying Party if,
based upon the written opinion of counsel of such Indemnified
Party, representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, consent to entry of
judgment or effect any settlement of any claim or pending or
threatened proceeding in respect of which the Indemnified Party is
or could have been a party and indemnity could have been sought
hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or
proceeding.
11
4.4 Contribution.
4.4.1. If the indemnification provided for in the foregoing
Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party
in respect of any loss, claim, damage, liability or action referred
to herein, then each such Indemnifying Party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss,
claim, damage, liability or action in such proportion as is
appropriate to reflect the relative fault of the Indemnified
Parties and the Indemnifying Parties in connection with the actions
or omissions which resulted in such loss, claim, damage, liability
or action, as well as any other relevant equitable considerations.
The relative fault of any Indemnified Party and any Indemnifying
Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such
Indemnifying Party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission.
4.4.2. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 4.4 were
determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable
considerations referred to in the immediately preceding Section
4.4.1. The amount paid or payable by an Indemnified Party as a
result of any loss, claim, damage, liability or action referred to
in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other
expenses incurred by such Indemnified Party in connection with
investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, no holder of
Registrable Securities shall be required to contribute any amount
in excess of the dollar amount of the net proceeds (after payment
of any underwriting fees, discounts, commissions or taxes) actually
received by such holder from the sale of Registrable Securities
which gave rise to such contribution obligation. No person guilty
of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent
misrepresentation.
4.5 Survival. The indemnification provided for under this
Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Party or any
officer, director or controlling person of such Indemnified Party
and shall survive the transfer of securities.
5. UNDERWRITING AND DISTRIBUTION.
5.1 Rule 144. The Company covenants that it shall file any
reports required to be filed by it under the Securities Act and the
Exchange Act and shall take such further action as the holders of
Registrable Securities may reasonably request, all to the extent
required from time to time to enable such holders to sell
Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144
under the Securities Act, as such rules may be amended from time to
time, or any similar rule or regulation hereafter adopted by the
Commission.
12
6. MISCELLANEOUS.
6.1 Other Registration Rights. The Company represents and
warrants that no person, other than a holder of the Registrable
Securities and the representative of the underwriters of the
Company’s initial public offering, has any right to require
the Company to register any shares of the Company’s capital
stock for sale or to include shares of the Company’s capital
stock in any registration filed by the Company for the sale of
shares of capital stock for its own account or for the account of
any other person. Further, the Company represents and warrants that
this Agreement supersedes any other registration rights agreement
or agreement with similar terms and conditions and in the event of
a conflict between any such agreement or agreements and this
Agreement, the terms of this Agreement shall prevail.
6.2 Assignment; No Third Party Beneficiaries. This Agreement
and the rights, duties and obligations of the Company hereunder may
not be assigned or delegated by the Company in whole or in part.
This Agreement and the rights, duties and obligations of the
holders of Registrable Securities hereunder may be freely assigned
or delegated by such holder of Registrable Securities in
conjunction with and to the extent of any transfer of Registrable
Securities by any such holder. This Agreement and the provisions
hereof shall be binding upon and shall inure to the benefit of each
of the parties and the permitted assigns of the Investors or holder
of Registrable Securities or of any assignee of the Investors or
holder of Registrable Securities. This Agreement is not intended to
confer any rights or benefits on any persons that are not party
hereto other than as expressly set forth in Article 4 and this
Section 6.2. No assignment by any party hereto of such
party’s rights, duties and obligations hereunder shall be
binding upon or obligate the Company unless and until the Company
shall have received (i) written notice of such assignment and (ii)
the written agreement of the assignee, in a form reasonably
satisfactory to the Company, to be bound by the terms and
provisions of this Agreement (which may be accomplished by an
addendum or certificate of joinder to this Agreement).
6.3 Notices. All notices, demands, requests, consents,
approvals or other communications (collectively, “ Notices
”) required or permitted to be given hereunder or which are
given with respect to this Agreement shall be in writing and shall
be personally served, delivered by reputable air courier service
with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other
address as such party shall have specified most recently by written
notice. Notice shall be deemed given on the date of service or
transmission if personally served or transmitted by telegram, telex
or facsimile; provided, that if such service or transmission is not
on a business day or is after normal business hours, then such
notice shall be deemed given on the next business day. Notice
otherwise sent as provided herein shall be deemed given on the next
business day following timely delivery of such notice to a
reputable air courier service with an order for next-day
delivery.
13
To the Company:
c/o Big Rock Partners Sponsor, LLC
0000 X. Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx Xxxxx, XX 00000
(000) 000 0000
Attn: Chief Executive Officer
with a copy to:
Akerman LLP
Three Brickell City Centre
00 Xxxxxxxxx Xxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx, Esq.
To and Investor, to the address set forth below such
Investor’s name on Exhibit A hereto.
6.4 Severability. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this
Agreement or of any other term or provision hereof. Furthermore, in
lieu of any such invalid or unenforceable term or provision, the
parties hereto intend that there shall be added as a part of this
Agreement a provision as similar in terms to such invalid or
unenforceable provision as may be possible that is valid and
enforceable.
6.5 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of
which taken together shall constitute one and the same
instrument.
6.6 Entire Agreement. This Agreement (including all agreements
entered into pursuant hereto and all certificates and instruments
delivered pursuant hereto and thereto) constitute the entire
agreement of the parties with respect to the subject matter hereof
and supersede all prior and contemporaneous agreements,
representations, understandings, negotiations and discussions
between the parties, whether oral or written.
14
6.7 Modifications and Amendments. Upon the written consent of
the Company and the holders of at least sixty-six and two-thirds
percent (66-2/3%) of the Registrable Securities at the time in
question, compliance with any of the provisions, covenants and
conditions set forth in this Agreement may be waived, or any of
such provisions, covenants or conditions may be amended or
modified; provided, however, that notwithstanding the foregoing,
any amendment hereto or waiver hereof that adversely affects one
holder of Registrable Securities, solely in its capacity as a
holder of the shares of Common Stock of the Company, in a manner
that is materially different from the other holders of Registrable
Securities (in such capacity) shall require the consent of the
holder so affected. No course of dealing between any holders of
Registrable Securities or the Company and any other party hereto or
any failure or delay on the part of a holder of Registrable
Securities or the Company in exercising any rights or remedies
under this Agreement shall operate as a waiver of any rights or
remedies of any holder of Registrable Securities or the Company. No
single or partial exercise of any rights or remedies under this
Agreement by a party shall operate as a waiver or preclude the
exercise of any other rights or remedies hereunder or thereunder by
such party.
6.8 Titles and Headings. Titles and headings of sections of
this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement.
6.9 Waivers and Extensions. Any party to this Agreement may
waive any right, breach or default which such party has the right
to waive, provided that such waiver will not be effective against
the waiving party unless it is in writing, is signed by such party,
and specifically refers to this Agreement. Waivers may be made
in advance or after the right waived has arisen or the breach or
default waived has occurred. Any waiver may be conditional. No
waiver of any breach of any agreement or provision herein contained
shall be deemed a waiver of any preceding or succeeding breach
thereof nor of any other agreement or provision herein contained.
No waiver or extension of time for performance of any obligations
or acts shall be deemed a waiver or extension of the time for
performance of any other obligations or acts.
6.10 Remedies Cumulative. In the event that the Company fails
to observe or perform any covenant or agreement to be observed or
performed under this Agreement, the Investors or any other holder
of Registrable Securities may proceed to protect and enforce its
rights by suit in equity or action at law, whether for specific
performance of any term contained in this Agreement or for an
injunction against the breach of any such term or in aid of the
exercise of any power granted in this Agreement or to enforce any
other legal or equitable right, or to take any one or more of such
actions, without being required to post a bond. None of the rights,
powers or remedies conferred under this Agreement shall be mutually
exclusive, and each such right, power or remedy shall be cumulative
and in addition to any other right, power or remedy, whether
conferred by this Agreement or now or hereafter available at law,
in equity, by statute or otherwise.
6.11 Governing Law. This Agreement shall be governed by,
interpreted under, and construed in accordance with the internal
laws of the State of New York applicable to agreements made and to
be performed within the State of New York, without giving effect to
any choice-of-law provisions thereof that would compel the
application of the substantive laws of any other
jurisdiction.
6.12 Waiver of Trial by Jury. Each party hereby irrevocably
and unconditionally waives the right to a trial by jury in any
action, suit, counterclaim or other proceeding (whether based on
contract, tort or otherwise) arising out of, connected with or
relating to this Agreement, the transactions contemplated hereby,
or the actions of the Investors in the negotiation, administration,
performance or enforcement hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Registration
Rights Agreement to be executed and delivered by their duly
authorized representatives as of the date first written
above.
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COMPANY:
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By:
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/s/ Xxxx
Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: Chief Financial Officer
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INVESTORS:
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BIG ROCK PARTNERS SPONSOR, LLC
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By:
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/s/ Xxxxxxx
Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
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Title: Managing Member
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[Signature Page to Registration Rights Agreement]
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EXHIBIT A
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Name
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Address
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Big Rock Partners Sponsor, LLC
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0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX
00000
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17
