EX-10.15





 Exhibit 10.15 

REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 7, 2021, by and between The
Beneficient Company Group, L.P., a Delaware limited partnership (the “Company”), and the undersigned parties listed under “Holders” on the signature pages hereto (each, a “Holder” and collectively, the
“Holders”). 
 RECITALS: 

WHEREAS, each of the Holders individually entered into an Exchange Trust Binding Term Sheet with the Company and Beneficient Capital Company,
L.LC., a Delaware limited liability company, each of which was entered into and effective as of November 30, 2021 (collectively, the “Binding Term Sheets”); 

WHEREAS, pursuant to transactions contemplated by the Binding Term Sheets, the Company shall issue to the Holders Preferred Series B-2 Unit Accounts of Company (“Preferred B-2 Units”), which are convertible into Common Units of the Company subject to certain conditions being met; and 

WHEREAS, the Holders and the Company desire to enter into this Agreement to provide the Holders with certain rights relating to the
registration of the securities held by or issuable to the Holders. 
 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: 

ARTICLE I 
 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. 

“BCH” is defined in Section 6.10. 

“Binding Term Sheets” is defined in the recitals to this Agreement. 

“Closing” means the initial issuance of Preferred B-2 Units to the Holders pursuant
to the transactions contemplated by the Binding Term Sheets. 
 “Commission” means the U.S. Securities and Exchange
Commission, or any other federal agency then administering the Securities Act or the Exchange Act. 
 “Common Units” means
the Common Units 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. 

  
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 “Form S-3” is defined in
Section 2.2.4. 
 “Holder” is defined in the preamble to this Agreement. 

“Holder Indemnified Party” is defined in Section 4.1. 

“Holder Underwriter Registration Statement” is defined in Section 3.1.9. 

“Indemnified Party” is defined in Section 4.3. 

“Indemnifying Party” is defined in Section 4.3. 

“IPO” means the Company’s first underwritten public offering of its common equity securities, or the common equity
securities of an entity formed for the purpose of conducting an initial public offering of the Company, under the Securities Act. 

“Maximum Number of Securities” is defined in Section 2.1.4. 

“Notices” is defined in Section 6.2. 

“Piggy-Back Registration” is defined in Section 2.2.1. 

“Preferred B-2 Units” is defined in the recitals to this Agreement. 

“Put Right” is defined in Section 6.10. 

“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) the Common Units of the Company or any equity securities of the Company, or another
entity formed for the purpose of conducting an initial public offering of the Company, that are issued or issuable upon the conversion of Preferred B-2 Units or in exchange for Preferred B-2 Units or Common Units and (ii) any units, interests 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 Preferred
Series B-2 Units and underlying securities issued or issuable upon the conversion or exercise of any such 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) the Registrable 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 equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (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). 
 “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. 

  
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 “Underwriter” means, solely for the purposes of this Agreement, 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. 

ARTICLE 2 
 REGISTRATION
RIGHTS 
 2.1 Demand Registration. 

2.1.1 Request for Registration. At any time and from time to time on or after the Closing with respect to the Registrable Securities
(or underlying securities) held by the Holders or any permitted transferees of the Holders, the Holders may make a written demand, on no more than three occasions, for registration under the Securities Act of all or part of their Registrable
Securities, as the case may be (a “Demand Registration”); provided, however that the request for the initial Demand Registration shall be deemed to have been made by all Holders with respect to all of the Registrable
Securities upon the Closing and the Company shall be required to use commercially reasonable efforts to file or confidentially submit a Registration Statement relating to such initial Demand Registration within six (6) months after the Closing.
Any further demand for a Demand Registration shall specify the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable Securities of the demand after
the initial Demand Registration, 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 fifteen (15) 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, and in no event shall any holder make a written demand within 180 days of any prior demand for a Demand Registration. 

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 by the Commission 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 elect to continue the offering; 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, such holders so advise the Company as part of their written demand for a
Demand Registration and the Company consents to such election, which consent may be withheld in the Company’s sole discretion, 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 underwritten offering and the inclusion of such holder’s
Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such underwriting by the Company. 
 2.1.4 Reduction of Underwritten Offering. If the
managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders
desire to sell, taken together with all other units, interests or other securities which the Company desires to sell and the securities, if any, as to which registration has been requested pursuant to written contractual piggy-back registration
rights held by other 

  
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equity holders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of securities that can be sold in such underwritten 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 securities, as applicable, the “Maximum Number of Securities”), then the
Company shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of securities that each such Person has
requested be included in such registration, regardless of the number of securities held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the units, interests or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the units, interests 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 Securities. 

2.1.5 Withdrawal. If a majority-in-interest of the
Demanding Holders disapprove of the terms of any underwritten offering or are not entitled to include all of their Registrable Securities in any underwritten 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-ininterest of the Demanding Holders withdraws from a proposed underwritten
offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in 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 an IPO or 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
the account of equity holders of the Company (or by the Company and by equity holders 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 equity holders, (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 securities of Registrable Securities as such holders may request in writing within five (5) days
following receipt of such notice (a “Piggy-Back Registration”). Subject to Section 2.2.2 hereof, the Company shall cause such Registrable Securities to be included in such registration and shall use commercially reasonable
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 Registrable 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 by the Company.
Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the seventh anniversary of
the Closing. 

  
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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 securities which the Company desires to sell, taken together with the
securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons 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 securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other equity holders of the Company, exceeds the Maximum Number of
Securities, then the Company shall include in any such registration: 
 a) If the registration is undertaken for the
Company’s account: (A) first, the units, interests or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the units, interests or other securities, if any, comprised of Registrable 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 Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), the units, interests 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 Securities; 
 b) If the registration is a “demand” registration undertaken
at the demand of persons other than either the holders of Registrable Securities, (A) first, the units, interests or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the units, interests or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), collectively the units, interests 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 Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clauses (A), (B) and (C), the units, interests 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 Securities. 
 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 such 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 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 (i) the Company shall not be obligated to effect such request through an underwritten offering and (ii) the Company shall not be
obligated to effect more than three such requests. 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, as soon as practicable
thereafter, 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 as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall
not be obligated to effect any such registration pursuant to this Section 2.2.4: (i) if Form S-3 is not available for such offering; or (ii) if 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 $5,000,000. Registrations
effected pursuant to this Section 2.2.4 shall not be counted as Demand Registrations effected pursuant to Section 2.1. If the Holder requests an underwritten takedown off of a Form S-3, it shall be
counted as a Demand Registration. 

  
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 ARTICLE 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 commercially reasonable 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 use commercially reasonable efforts to,
as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, and for the first Demand Registration, within six (6) months after the Closing, prepare and file with (or, if available, first
confidentially submit to) 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 commercially reasonable efforts to cause such Registration Statement to become effective and use commercially reasonable efforts to keep it
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 ninety (90) 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 Chief Executive Officer or Chairman 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 equity holders 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 twice in any 365-day period in respect of a Demand Registration hereunder. 

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, except for such exhibits and documents available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System
(“EDGAR”)), 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 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 four (4) 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 four (4) 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. 

  
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 3.1.5 State Securities Laws Compliance. The Company shall use commercially reasonable
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 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. 
 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, 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 in all reasonable respects 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 reasonably requested by any of them in connection with such Registration Statement. 
 3.1.9 Deemed
Underwriter. The Company agrees that, if any Holder could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with any registration of the Company’s securities of
the Holder (any related registration statement or amendment or supplement thereto, a “Holder Underwriter Registration Statement”), then the Company will cooperate with such Holder in allowing the Holder to conduct customary
“underwriter’s due diligence” with respect to the Company and satisfy its obligations in respect thereof. In addition, at such Holder’s request, the Company will furnish to the Holder, on the date of the effectiveness of any
Holder Underwriter Registration Statement and thereafter from time to time on such dates as the Holder may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance
as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Holder, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of
such Holder Underwriter Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, including, without limitation, a standard “10b-5” opinion for
such offering, addressed to the Holder. The Company will also permit legal counsel to each such Holder to review and comment upon any such Holder Underwriter Registration Statement at least five (5) business days prior to its filing with the
Commission and all amendments and supplements to any such Holder Underwriter Registration Statement within a reasonable number of days prior to their filing with the Commission and not file any Holder Underwriter Registration Statement or amendment
or supplement thereto in a form to which the Holder’s legal counsel reasonably objects. 

  
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 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 equity holders, as soon as practicable following the effectiveness of the Registration Statement, an earnings statement covering a period of twelve (12) months,
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 commercially reasonable 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. 

3.1.12 Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of
$200,000,000, the Company shall use commercially reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any
underwritten offering. 
 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 2.2.4 hereof, upon any suspension by the Company, pursuant to a written
insider trading 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 2.2.4, 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; (ii) fees and
expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing 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 3.1.10; (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; (viii) the reasonable fees and expenses of
any special experts retained by the Company in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel (not to exceed $50,000) 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 securityholders 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. 

  
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 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 of this Agreement and in connection with the Company’s obligation to comply with federal and applicable state securities laws. 

ARTICLE 4 

INDEMNIFICATION AND CONTRIBUTION 

4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder and each other holder of Registrable
Securities, and each of their respective officers, employees, affiliates, directors, partners, equity holders, attorneys and agents, and each person, if any, who controls the Holder 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 “Holder 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 Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder 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, judgment, 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, equity holders 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. 

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 the Company, 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, each Underwriter (if any) 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, judgment, 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. 

  
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 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 (subject to the proviso at the end of this sentence) 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; provided, however, that the Indemnifying Party shall only be obligated to pay the fees and expenses of one such separate counsel for all
Indemnified Parties in such circumstances. 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. In addition, no Indemnified Party, in any action or pending or threatened proceeding, or based on any claim, in which it may seek indemnification hereunder from any Indemnifying Party, shall consent to entry
of judgment or effect any settlement of any such action, claim or proceeding without such Indemnifying Party’s prior written consent. 

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 with respect to which such Indemnified Party would
otherwise be entitled to such indemnification, 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. 

4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the second
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. 

  
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 ARTICLE 5 

RULE 144 
 5.1 Rule
144. The Company covenants that following an IPO it shall use commercially reasonable efforts to 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. 

ARTICLE 6 
 MISCELLANEOUS

 6.1 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 without the consent of the holders of a majority of Registrable Securities. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder
may be 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 and only upon the consent of the Company, which may be withheld in its sole
discretion. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and to the permitted assigns of the Company and the holders 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 6.1. 

6.2 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 or
electronic transmission, 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 electronically by e-mail; 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. The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e-mail address set forth below the respective party’s name in this
Section 6.2. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected
e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing. The parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any
such change in the manner provided herein for giving notice. 
 To the Company: 

The Beneficient Company Group, L.P. 

325 North St. Paul Street, Suite 4850 

Dallas, Texas 75201 
 Attn: Art
Damoulakis, General Counsel 
 E-mail: art.damoulakis@beneficient.com 

  
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 with a copy to: 

Haynes and Boone, LLP 
 2323
Victory Avenue, Suite 700 
 Dallas, Texas 75219 

Attn: Matthew L. Fry 
 E-mail: Matt.Fry@haynesboone.com 
 To a Holder, to the address set forth below such Holder’s name on
Exhibit A hereto. 
 6.3. Termination. This Agreement shall terminate, and the parties hereto shall have no further rights or
obligations hereunder, on the earlier of (a) the seventh anniversary of the Closing or (b) as to the Holders or any permitted transferees of the Holders, on such date on which all Registrable Securities owned by the Holders or any
permitted transferees of the Holders cease to be Registrable Securities. 
 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. 
 6.7 Modifications and
Amendments. No amendment, modification or termination of this Agreement shall be binding upon the Company unless executed in writing by the Company. No amendment, modification or termination of this Agreement shall be binding upon the holders of
the Registrable Securities unless executed in writing by the holders of the majority Registrable Securities. Any amendment, modification or termination of this Agreement approved in writing by the holders of a majority of the Registrable Securities
shall be binding upon all holders of Registrable Securities and their permitted assignees. 
 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 Put Right. In the event a Registration Statement in respect of the initial Demand Registration or otherwise registering
Registrable Securities for resale has not been declared effective by the Commission by June 30, 2023, each Holder shall have the right to require the Company to repurchase all of its Preferred B-2 Units
for an amount in cash equal to the Preferred B-2 Unit Capital Account Balance of such Holder (the “Put Right”) out of Available Redeeming Cash (as defined in the limited partnership agreement
of Beneficient Company Holdings, L.P. (“BCH”), as the same may be amended); provided that Holders have cooperated in the registration; and provided further that the Holders shall no longer have a Put Right if they have
withdrawn their request for a Demand Registration 

  
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pursuant to Section 2.1.5 or if the inability for such a Registration Statement to be timely declared effective is due to a delay caused by a Holder or an unwillingness of Holders to sell
Registrable Securities in the registration. The Put Right of each Holder shall be subject to applicable law, the rights of redemption of the holders of Preferred Series A Subclass 0 Unit Accounts of BCH and the rights of redemption or other similar
rights to sell securities to the Company of the holders of Preferred Series B-1 Unit Accounts of the Company with respect to their Preferred Series B-1 Unit Accounts of
the Company or other securities issued in connection therewith. In the event that such a Registration Statement shall not have been declared effective, the parties agree that the Put Right shall be the sole and exclusive remedy of the Holders for
any breaches of this Agreement by the Company. 
 6.11 Governing Law. This Agreement shall be governed by, interpreted under, and
construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within the State of Delaware, 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 Holder in the negotiation,
administration, performance or enforcement hereof. 
 [signature page follows] 

  
 13 













 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. 
  

					
	COMPANY:
	
	The Beneficient Company Group, L.P.
		
	By:	 	 Beneficient Management, L.L.C.,

its General Partner

			
		 	By:	 	 /s/ James Silk

		 	Name: James Silk
		 	Title: Authorized Signatory
			
		 		 	HOLDERS:


 
					
	
	Hatteras Master Fund, L.P.,
	
	 By:   Hatteras Funds, LP d/b/a Hatteras Investment Partners, its
Registered Investment Adviser

			
	By:	 		 	 /s/ David B. Perkins

	Name:	 		 	David B. Perkins
	Title:	 		 	Authorized Signatory
			
	Date:	 		 	December 7, 2021
	
	Hatteras Evergreen Private Equity Fund, LLC
	
	 By:   Hatteras Funds, LP d/b/a Hatteras Investment Partners, its
Registered Investment Adviser

			
	By:	 		 	 /s/ David B. Perkins

	Name:	 		 	David B. Perkins
	Title:	 		 	Authorized Signatory
			
	Date:	 		 	December 7, 2021
	
	Hatteras Global Private Equity Partners
	Institutional, LLC
	
	 By:   Hatteras Funds, LP d/b/a Hatteras Investment Partners, its
Registered Investment Adviser

			
	By:	 		 	 /s/ David B. Perkins

	Name:	 	David B. Perkins
	Title:	 	Authorized Signatory
		
	Date:	 	December 7, 2021



  
 Signature Page 

Registration Rights Agreement 













 
			
	Hatteras GPEP Fund, LP
	
	 By:   Hatteras Funds, LP d/b/a Hatteras Investment Partners, its
Registered Investment Adviser

		
	By:	 	 /s/ David B. Perkins

	Name:	 	David B. Perkins
	Title:	 	Authorized Signatory
		
	Date:	 	December 7, 2021
	
	Hatteras GPEP Fund II, LLC
	
	 By:   Hatteras Funds, LP d/b/a Hatteras Investment Partners, its
Registered Investment Adviser

		
	By:	 	 /s/ David B. Perkins

	Name:	 	David B. Perkins
	Title:	 	Authorized Signatory
		
	Date:	 	December 7, 2021



  
 Signature Page 

Registration Rights Agreement 













 Exhibit A 

Names and Addresses of Holders 
 To each
Holder: 
 c/o Hatteras Investment Partners 
 8510 Colonnade
Center Drive 
 Suite 150 
 Raleigh, North Carolina 27615 

Attn: David B. Perkins 

E-mail: David.Perkins@HatterasIP.com 

  
 Exhibit A 

Registration Rights Agreement