REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into as of , 2019, by and among Fortis Minerals, LLC, a Delaware limited liability company (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).
WHEREAS, in connection with, and in consideration of, the transactions contemplated by the Companys Registration Statement on Form S-1 (File No. 333- ), the Initial Holders have requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the Parties hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms have the meanings indicated:
Additional Holder means any Person (other than the Excluded Persons) who (i) as of the date hereof, is a direct or indirect owner of equity interests in any of the Initial Holders, (ii) has not otherwise been assigned registration rights in compliance with Section 8(e) hereof, (iii) provides written notice to the Company certifying that such Person beneficially owns Registrable Securities having an aggregate value, based on the VWAP as of the date of receipt by the Company of such notice, of at least $10 million and (iv) has agreed in writing to be bound by and subject to the terms set forth in this Agreement. Upon fulfillment of all of the conditions set forth above, such Person shall be deemed an Additional Holder for purposes of this Agreement until such Person ceases to hold any Registrable Securities.
Affiliate of any specified Person means any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. For the avoidance of doubt, for purposes of this Agreement, the Initial Holders shall not be considered Affiliates of the Company.
Agreement has the meaning set forth in the preamble.
Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405.
Blackout Period has the meaning set forth in Section 3(o).
Board means the board of directors of the Company.