Registration Rights Agreement Sample Contracts

Converge Global Inc/Ca – Registration Rights Agreement (August 21st, 2017)

This Registration Rights Agreement (the "Agreement"), dated as of July 25, 2017 (the "Execution Date"), is entered into by and between Marijuana Company of America, Inc. (the "Company"), a Utah corporation, with its principal executive offices at 5256 S. Mission Road, 703 #314, Bonsall, CA 92003, and Tangiers Global, LLC (the "Investor"), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. #53, San Juan, PR 00901.

$850,000,000 8.125% Senior Notes Due 2026 of Dynegy Inc. Registration Rights Agreement (August 21st, 2017)

Dynegy Inc., a Delaware corporation (the Company), whose registered office is located at 601 Travis, Suite 1400, Houston, Texas 77002, proposes to issue and sell to certain purchasers (the Initial Purchasers), for whom Goldman Sachs & Co. LLC (the Representative) is acting as representative, $850,000,000 aggregate principal amount of its 8.125% Senior Notes due 2026 (the Notes) upon the terms set forth in the Purchase Agreement among the Company, the Subsidiaries of the Company named therein and the Representative, on behalf of the Initial Purchasers, dated August 7, 2017 (the Purchase Agreement), relating to the initial placement (the Initial Placement) of the Notes. As of the date hereof, the obligations of the Company under the Notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured basis (the Guarantees), by each of the Companys current and future wholly-owned domestic subsidiaries that from time to time is a borrower or guarantor under the Credit Ag

Premier Biomedical Inc – Amendment No. 1 Registration Rights Agreement (August 21st, 2017)

This First Amendment to the Registration Rights Agreement (this "Amendment") is entered into on August 4, 2017 between Premier Biomedical, Inc., a Nevada corporation (the "Company"), and each of the several purchasers signatory hereto (including its successors and assigns, the "Purchaser" and collectively with all other purchasers in the same offering, the "Purchasers"). Each of the Purchasers and the Company may be referred to herein as a "Party" and collectively as the "Parties."

Rich Cigars Inc – Registration Rights Agreement (August 21st, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 15, 2017, by and between RICH CIGARS, INC., a Florida corporation (the "Company"), and KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Performant Financial Corp. – Registration Rights Agreement (August 17th, 2017)

This Registration Rights Agreement (this "Agreement") is made as of August 11, 2017, by and between Performant Financial Corporation, a Delaware corporation (the "Company"), and ECMC Group, Inc. (the "Investor"). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.

Registration Rights Agreement (August 17th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated August 17, 2017 (this Agreement) is entered into by and among SESI, L.L.C., a Delaware limited liability company (the Company), and wholly-owned subsidiary of Superior Energy Services, Inc., a Delaware corporation (the Parent), the Parent, the Subsidiary Guarantors (defined below) and J.P. Morgan Securities LLC (J.P. Morgan) as the representative of the several initial purchasers named in Schedule 1 to the Purchase Agreement (as defined below) (the Initial Purchasers).

Capitol Investment Corp. IV – Registration Rights Agreement (August 17th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 15th day of August, 2017, by and among Capitol Investment Corp. IV, a Cayman Islands exempted company (the "Company") and the undersigned parties listed under Investors on the signature page hereto (each, an "Investor" and collectively, the "Investors").

Aytu Bioscience, Inc – Registration Rights Agreement (August 16th, 2017)

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Purchase Agreement").

Cancer Genetics, Inc – Registration Rights Agreement (August 16th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 14, 2017, by and between CANCER GENETICS, INC., a Delaware corporation (the "Company"), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

I-AM CAPITAL ACQUISITION Co – Registration Rights Agreement (August 14th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ________, 2017, is made and entered into by and among I-AM Capital Acquisition Company, a Delaware corporation (the "Company"), and I-AM Capital Partners LLC, a Delaware limited liability company (the "Sponsor" and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a "Holder" and collectively the "Holders").

Imperial Holdings – Registration Rights Agreement (August 14th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of August 11, 2017, by and between Emergent Capital, Inc., a Florida corporation (the "Company"), and Brennan Opportunities Fund I LP, a Delaware limited partnership (the "Purchaser", and together with the Company, the "Parties").

Capstone Therapeutics – Joinder and Counterpart Signature Page of Registration Rights Agreement of Lipimetix Development, Inc. (August 14th, 2017)

As of August 11, 2017, the undersigned has executed this counterpart signature to the Registration Rights Agreement entered into as of August 25, 2016, by and among the Company, the Common Holders and the Investors (as such terms are defined therein), and does hereby agree to be bound by all of the obligations as an "Investor" thereunder and the terms thereof as though originally an Investor thereto.

Enumeral Biomedical Holdings, Inc. – Registration Rights Agreement (August 14th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into effective as of May 19, 2017, among Enumeral Biomedical Holdings, Inc., a Delaware corporation (the "Company"), each of the persons who have executed omnibus or counterpart signature page(s) hereto (each, a "Subscriber" and, collectively, the "Subscribers"), and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the "Brokers").

Registration Rights Agreement Among MACQUARIE INFRASTRUCTURE CORPORATION and WDE Epic Aggregate LLC and BWE Epic Holdings I-A, L.P. And BWE Epic Holdings I., L.P. August 8, 2017 (August 14th, 2017)

This Registration Rights Agreement (this "Agreement"), is made and entered into as of August 8, 2017, by and among Macquarie Infrastructure Corporation, a Delaware corporation (the "Company"), WDE Epic Aggregate LLC, a Delaware limited liability company (the "WD Holder") and BWE Epic Holdings I-A, L.P., a Delaware limited partnership, and BWE Epic Holdings I, L.P., a Delaware limited partnership (collectively, the "BW Holders" and together with the WD Holder, the "Holders").

Venator Materials PLC – Registration Rights Agreement (August 11th, 2017)

This Registration Rights Agreement (this Agreement), dated as of August 8, 2017, is entered into by and between Venator Materials PLC, an England and Wales public limited company (the Company), Huntsman International LLC, a Delaware limited liability company, and Huntsman (Holdings) Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the Initial Holders and, together with the Company, the Parties).

Atlantic Acquisition Corp. – Registration Rights Agreement (August 11th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 8th day of August, 2017, by and among Atlantic Acquisition Corp., a Delaware corporation (the "Company") and the undersigned parties listed under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").

Registration Rights Agreement (August 11th, 2017)

This Registration Rights Agreement (this Agreement), dated as of August 8, 2017, is entered into by and between Venator Materials PLC, an England and Wales public limited company (the Company), Huntsman International LLC, a Delaware limited liability company, and Huntsman (Holdings) Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the Initial Holders and, together with the Company, the Parties).

CareDx, Inc. – Registration Rights Agreement (August 11th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is entered into as of July 3, 2017, by and among CareDx, Inc., a Delaware corporation with headquarters located at 3260 Bayshore Boulevard, Brisbane, California 94005 (the "Company"), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an "Investor" and collectively, the "Investors").

Carrizo Oil & Gas, Inc. – Registration Rights Agreement by and Among Carrizo Oil & Gas, Inc. And the Gso Funds Party Hereto (August 11th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of August 10, 2017, by and among Carrizo Oil & Gas, Inc., a Texas corporation (the Corporation), and the funds managed by GSO that are identified in Schedule A to the Purchase Agreement (as defined below) and specified on the signature pages hereof (the GSO Funds).

Digital Power Corporation – Registration Rights Agreement (August 11th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 10, 2017, by and between DIGITAL POWER CORPOATION, a California corporation (the "Company"), and [*] (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

APX Group Holdings, Inc. – Registration Rights Agreement (August 10th, 2017)

This Registration Rights Agreement (this Agreement) is dated as of August 10, 2017, and is entered into by and among APX GROUP, INC., a Delaware corporation (the Company), the guarantors listed on Schedule I hereto (the Guarantors) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as representative (the Representative) of the several initial purchasers named on Annex A to the Purchase Agreement referenced below (collectively, the Initial Purchasers).

South American Properties, Inc. – Registration Rights Agreement (August 9th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 31, 2017, by and between THE CHRON ORGANIZATION, INC., a Nevada corporation (the "Company"), and MORNINGVIEW FINANCIAL, LLC, a Wyoming limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

RXi Pharmaceuticals Corp – Registration Rights Agreement (August 9th, 2017)

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of August 8, 2017, by and between RXi PHARMACEUTICALS CORPORATION, a Delaware corporation (the Company), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the Buyer). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Purchase Agreement).

Abraxas Petroleum Corporation – Registration Rights Agreement (August 9th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of August 9, 2017 by and between Abraxas Petroleum Corporation, a Nevada corporation (the "Company"), and Blackbeard Resources, LLC, a Delaware limited liability company ("Blackbeard"), a holder of outstanding common shares of Common Stock of the Company.

Registration Rights Agreement (August 9th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of June 23, 2017, by Carrols Restaurant Group, Inc., a Delaware corporation (the "Issuer"), the entities named in Schedule I hereto, (each a "Guarantor" and together the "Guarantors" (except that following the New Notes Issue Date (as defined in the preliminary offering memorandum), Republic Foods, Inc. will become a Guarantor as required by the Indenture)), and Wells Fargo Securities, LLC (the "Initial Purchaser"), who has agreed to purchase the Issuer's 8.00% Senior Secured Second Lien Notes due 2022 (the "Notes") fully and unconditionally guaranteed by the Guarantors (the "Guarantees") pursuant to the Purchase Agreement. The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities."

Brighthouse Financial, Inc. – REGISTRATION RIGHTS AGREEMENT Dated as of August 4, 2017 Between MetLife, Inc. And Brighthouse Financial, Inc. (August 9th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of August 4, 2017, is between MetLife, Inc., a Delaware corporation (RemainCo), and Brighthouse Financial, Inc., a Delaware corporation (SpinCo).

South American Properties, Inc. – Registration Rights Agreement (August 9th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 28, 2017, by and between THE CHRON ORGANIZATION, INC., a Nevada corporation (the "Company"), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Electric Vehicle Research Corp – Registration Rights Agreement (August 9th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of Aug. 3, 2017, between Advanced Environmental Petroleum Producers, Inc., a Florida corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

PAVmed Inc. – Registration Rights Agreement (August 8th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of August 4, 2017, by and among PAVmed Inc., a Delaware corporation, with headquarters located at One Grand Central Place, Suite 4600, New York, New York 10165 (the "Company"), and the undersigned purchasers (each, a "Purchaser", and collectively, the "Purchasers").

Valvoline Inc – Registration Rights Agreement (August 8th, 2017)
heckmann – Registration Rights Agreement (August 8th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of August 7, 2017 by and among Nuverra Environmental Solutions, Inc., a Delaware corporation (the Company), and the parties identified as Holders on the signature page hereto. Capitalized terms used but not otherwise defined herein are defined in Section 1 hereof.

Threshold Pharmaceuticals – Registration Rights Agreement (August 7th, 2017)

This Registration Rights Agreement (the Agreement) is made and entered into as of August 1, 2017 by and among Molecular Templates, Inc. (which name, prior to the closing of the Merger, was Threshold Pharmaceuticals, Inc.), a Delaware corporation (the Company), the Investors named in that certain Securities Purchase Agreement by and among the Company and the Investors of even date herewith (the Securities Purchase Agreement) and Millennium Pharmaceuticals, Inc., a Delaware corporation and a wholly owned subsidiary of Takeda Pharmaceutical Company Ltd. (Millennium). The Company and the Investors may each be referred to herein individually as a Party and collectively as the Parties. This Agreement is made pursuant to the Securities Purchase Agreement and the Stock Purchase Agreement by and among the Company and Millennium of even date herewith (together with the Securities Purchase Agreement, the Purchase Agreements) and shall be effective as of the Closing. Capitalized terms used herein

PHI Group, Inc. – Registration Rights Agreement (August 7th, 2017)

Registration Rights Agreement (the "Agreement"), dated as of August 3, 2017, by and between PHI Group, Inc., a corporation organized under the laws of Nevada, USA (the "Company"), and Azure Capital, a Massachusetts Corporation (the "Investor").

Capitol Investment Corp. IV – Registration Rights Agreement (August 7th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the __ day of ______, 2017, by and among Capitol Investment Corp. IV, a Cayman Islands exempted company (the "Company") and the undersigned parties listed under Investors on the signature page hereto (each, an "Investor" and collectively, the "Investors").

Knight Knox Development Corp. – Registration Rights Agreement (August 4th, 2017)

This Agreement is made pursuant to the Subscription Agreement, dated as of the date hereof, between the Company and each Purchaser (the "Subscription Agreement").