This REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of , 2021, by and among (i) First Watch Restaurant Group, Inc., a Delaware corporation (the Company), and (iii) each of the Persons listed on the signature pages hereto (each a Holder, and collectively the Holders).
W I T N E S S E T H:
WHEREAS, the Holders own Registrable Securities;
WHEREAS, as of the date hereof, payment has been made by certain underwriters for the initial public offering of shares of Common Stock (IPO); and
WHEREAS, in connection with the IPO, the parties desire to set forth certain registration rights applicable to the Registrable Securities.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Certain Definitions. As used herein, the following terms shall have the following meanings:
Affiliate means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. For the avoidance of doubt, neither the Company nor any Person controlled by the Company shall be deemed to be an Affiliate of any Holder.
Agreement means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof.
Beneficial Ownership shall mean, with respect to a specified Person, the ownership of securities as determined in accordance with Rule 13d-3 of the Exchange Act, as such Rule is in effect from time to time. The terms Beneficially Own and Beneficial Owner shall have a correlative meaning.
Block Trade means an offering and/or sale of Registrable Securities by one or more of the Holders on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.
Business Day shall mean a day other than a Saturday, Sunday, or federal holiday or other day on which commercial banks in the City of New York are authorized or required by law or other governmental action to close.
Claims has the meaning ascribed to such term in Section 2.7(a).