Amended And Restated Registration Rights Sample Contracts

Party City Holdco Inc. – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and Among PARTY CITY HOLDCO INC., THL PC TOPCO, L.P. ADVENT-PARTY CITY ACQUISITION LIMITED PARTNERSHIP and THE OTHER STOCKHOLDERS THAT ARE SIGNATORIES HERETO Dated as of April 21, 2015 (April 21st, 2015)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of April 21, 2015 by and among Party City Holdco Inc. (formerly known as PC Topco Holdings, Inc.), a Delaware corporation (the Company), THL PC Topco, L.P., a Delaware limited partnership (collectively with its Affiliates which own stock of the Company from time to time, the THL Party), Advent-Party City Acquisition Limited Partnership, a Delaware limited partnership (collectively with its Affiliates which own stock of the Company from time to time, the Advent Party) and the other Persons listed on the signature pages hereto (each a Management Stockholder and, collectively, the Management Stockholders).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of March 31, 2015 by and Among GODADDY, INC., DESERT NEWCO, LLC, and Each of the Other Parties Signatory Hereto (April 6th, 2015)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 31, 2015 (this Agreement), is entered into by and among (i) GoDaddy, Inc., a Delaware corporation (the Company), (ii) Desert Newco, LLC, a Delaware limited liability company (Desert Newco), (iii) The Go Daddy Group, Inc. (Holdings), (iv) Desert Newco Managers, LLC (Employee Holdco), (v) KKR 2006 GDG Blocker L.P. (KKR 2006 GDG), KKR 2006 Fund (GDG) L.P., (KKR 2006), OPERF Co-Investment LLC (OPERF), GDG Co-Invest Blocker, L.P. (GDG Co-Invest) and KKR Partners III, L.P. (KKR Partners III and together with KKR 2006 GDG, KKR 2006, OPERF and GDG Co-Invest, KKR), (vi) SLP GD Investors, LLC (SLP GD), SLP III Kingdom Feeder I, L.P. (SLKF I), Silver Lake Technology Investors III, L.P., a Delaware limited partnership (SLTI III) and Silver Lake Partners III, L.P. (SLP III and, together with SLP GD, SLKF I and SLTI III, Silver Lake and, together with KKR, the Sponsors), (vii) TCV VII, L.P. (TCV VII), TCV VII(A), L.P. (TCV VI

Metastat Inc – Amended and Restated Registration Rights Agreement (April 2nd, 2015)

This Amended and Restated Registration Rights Agreement (this "Agreement") is made and entered into as of March 27, 2015, by and among MetaStat, Inc., a Nevada corporation (the "Company"), and the purchasers signatory hereto (each, a "Purchaser" and collectively, the "Purchasers"). This Agreement is made pursuant to the Amended and Restated Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the "Purchase Agreement").

Amended and Restated Registration Rights Agreement (March 30th, 2015)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of March 24, 2015, by and among Lime Energy Co., a Delaware corporation (the Company), Bison Capital Partners IV, L.P., a Delaware limited partnership (including its successors and assigns, Bison), each other investor listed on the signature pages hereto (together with Bison, the Investors) and each of the Holders of Permissible Piggyback Shares (as defined below).

Party City Holdco Inc. – Page Section 1. Certain Definitions 1 Section 2. Registration Rights 5 2.1. Demand Registrations 5 2.2. Piggyback Registrations 9 2.3. Allocation of Securities Included in Registration Statement 10 2.4. Registration Procedures 13 2.5. Registration Expenses 20 2.6. Certain Limitations on Registration Rights 20 2.7. Limitations on Sale or Distribution of Other Securities 20 2.8. No Required Sale 21 2.9. Indemnification 22 2.10. Limitations on Registration of Other Securities; Representation 25 2.11. No Inconsistent Agreements 26 Section 3. Underwritten Offerings 26 3.1. Requested Underwritten Of (March 27th, 2015)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of [ ], 2015 by and among Party City Holdco Inc. (formerly known as PC Topco Holdings, Inc.), a Delaware corporation (the Company), THL PC Topco, L.P., a Delaware limited partnership (collectively with its Affiliates which own stock of the Company from time to time, the THL Party), Advent-Party City Acquisition Limited Partnership, a Delaware limited partnership (collectively with its Affiliates which own stock of the Company from time to time, the Advent Party) and the other Persons listed on the signature pages hereto (each a Management Stockholder and, collectively, the Management Stockholders).

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of [ ], 2015 by and Among GODADDY, INC., DESERT NEWCO, LLC, and Each of the Other Parties Signatory Hereto (February 24th, 2015)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2015 (this Agreement), is entered into by and among (i) GoDaddy, Inc., a Delaware corporation (the Company), (ii) Desert Newco, LLC, a Delaware limited liability company (Desert Newco), (iii) The Go Daddy Group, Inc. (Holdings), (iv) Desert Newco Managers, LLC (Employee Holdco), (v) KKR 2006 GDG Blocker L.P. (KKR 2006 GDG), KKR 2006 Fund (GDG) L.P., (KKR 2006), OPERF Co-Investment LLC (OPERF), GDG Co-Invest Blocker, L.P. (GDG Co-Invest) and KKR Partners III, L.P. (KKR Partners III and together with KKR 2006 GDG, KKR 2006, OPERF and GDG Co-Invest, KKR), (vi) SLP GD Investors, LLC (SLP GD), SLP III Kingdom Feeder I, L.P. (SLKF I), Silver Lake Technology Associates III, L.P. (SLTA III) and Silver Lake Partners III DE (AIV IV), L.P. (SLP III and, together with SLP GD, SLKF I and SLP III, Silver Lake and, together with KKR, the Sponsors), (vii) TCV VII, L.P. (TCV VII), TCV VII(A), L.P. (TCV VII(A)) and TCV

Contract (February 24th, 2015)

This TRANSACTION AND MONITORING FEE AGREEMENT (this Agreement) is dated as of December 16, 2011 and is among Go Daddy Operating Company, LLC, a Delaware limited liability company (the Company), Kohlberg Kravis Robers & Co L.P., a Delaware limited partnership (KKR), Silver Lake Management Company III, L.L.C., a Delaware limited liability company (Silver Lake), and TCV VII Management, L.L.C., a Delaware limited liability company (TCV, and together with Silver Lake and KKR, the Managers and each a Manager). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Amended and Restated Limited Liability Company Agreement of Desert Newco, LLC (together with its successors, including any IPO Corporation, Newco), dated as of December 16, 2011 (as it may be amended, supplemented or modified, the LLC Agreement).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG RENTECH, INC. AND EACH OF THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of February 12, 2015 (February 19th, 2015)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the Agreement) is entered into as of February 12, 2015, by and among Rentech, Inc., a Colorado corporation (including its successors and permitted assigns, the Company), each of the investors listed on the signature pages hereto (each, an Investor and collectively, the Investors) and GSO Capital Partners LP, a Delaware limited partnership, in its capacity as the Investors Representative (the Investors Representative). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of [ ], 2015 by and Among GODADDY, INC., DESERT NEWCO, LLC, and Each of the Other Parties Signatory Hereto (February 11th, 2015)

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2015 (this Agreement), is entered into by and among (i) GoDaddy, Inc., a Delaware corporation (the Company), (ii) Desert Newco, LLC, a Delaware limited liability company (Desert Newco), (iii) The Go Daddy Group, Inc. (Holdings), (iv) Desert Newco Managers, LLC (Employee Holdco), (v) KKR 2006 GDG Blocker L.P. (KKR 2006 GDG), KKR 2006 Fund (GDG) L.P., (KKR 2006), OPERF Co-Investment LLC (OPERF), GDG Co-Invest Blocker, L.P. (GDG Co-Invest) and KKR Partners III, L.P. (KKR Partners III and together with KKR 2006 GDG, KKR 2006, OPERF and GDG Co-Invest, KKR), (vi) SLP GD Investors, LLC (SLP GD), SLP III Kingdom Feeder I, L.P. (SLKF I), Silver Lake Technology Associates III, L.P. (SLTA III) and Silver Lake Partners III DE (AIV IV), L.P. (SLP III and, together with SLP GD, SLKF I and SLP III, Silver Lake and, together with KKR, the Sponsors), (vii) TCV VII, L.P. (TCV VII), TCV VII(A), L.P. (TCV VII(A)) and TCV

Amended and Restated Registration Rights Agreement (January 29th, 2015)

This Amended and Restated Registration Rights Agreement (this Agreement) is made and entered into as of January 28, 2015, by and among Eclipse Resources Corporation, a Delaware corporation (the Company), Eclipse Resources Holdings, L.P., a Delaware limited partnership (Eclipse Holdings), EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (EnCap VIII), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (EnCap VIII Co-Investors), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap IX), CKH Partners II, L.P., a Pennsylvania limited partnership (CKH II), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (Hulburt Family II), Kirkwood Capital, L.P., a Pennsylvania limited partnership (Kirkwood), Eclipse Management, L.P., a Delaware limited partnership (Eclipse Management), and each of the investors listed on Schedule A hereto (collectively, the Investors and each, an Investor).