Registration Rights Agreement Sample Contracts

HL Acquisitions Corp. – Registration Rights Agreement (June 15th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the [*] day of [*], 2018, by and among HL Acquisitions Corp., a British Virgin Islands company (the "Company"), and the undersigned parties listed under Investors on the signature page hereto (each, an "Investor" and collectively, the "Investors").

Cleaner Yoga Mat, Inc. – Registration Rights Agreement (June 15th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 11, 2018, by and between VALERITAS HOLDINGS, 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").

Cleaner Yoga Mat, Inc. – Registration Rights Agreement (June 15th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 11, 2018, by and between VALERITAS HOLDINGS, 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").

Far Point Acquisition Corp – Registration Rights Agreement (June 15th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 11, 2018, is made and entered into by and among Far Point Acquisition Corporation, a Delaware corporation (the Company), Far Point LLC, a Delaware limited liability company (the Sponsor), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and 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).

Mercantil Bank Holding Corp – Registration Rights Agreement (June 15th, 2018)

This Registration Rights Agreement, dated as of March 12, 2018 (this Agreement), is by and between MERCANTIL SERVICIOS FINANCIEROS, C.A., a Venezuela corporation (MSF), and MERCANTIL BANK HOLDING CORPORATION, a Florida corporation and a subsidiary of MSF (the Company). Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings provided in the Separation Agreement.

Sorrento Therapeutics, Inc. – Sorrento Therapeutics, Inc. Registration Rights Agreement (June 14th, 2018)

This Registration Rights Agreement (this "Agreement") is made as of June 13, 2018, by and among Sorrento Therapeutics, Inc., a Delaware corporation (the "Company"), and the purchasers identified on Schedule A hereto (each, a "Purchaser" and collectively, the "Purchasers") and such other Persons, if any, from time to time, that become a party hereto as holders of Registrable Securities (as defined below). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in that certain Securities Purchase Agreement dated as of March 26, 2018 by and among the Company and the Purchasers (as may be amended or restated from time to time, the "Purchase Agreement").

New Frontier Corp – Registration Rights Agreement (June 14th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [_____], 2018, is made and entered into by and among New Frontier Corporation, a Cayman Islands exempted company (the "Company"), New Frontier Public Holding Ltd., a Cayman Islands exempted company (the "Sponsor"), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and 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").

Guided Therapeutics, Inc. – Registration Rights Agreement (June 14th, 2018)

This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of March 8, 2018 (the "Execution Date"), is entered into by and between Guided Therapeutics, Inc., a Delaware corporation with its principal executive office at 5835 Peachtree Corners East, Suite D, Norcross, GA 30092 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Jericho, NY 11753 (the "Investor").

Twelve Seas Investment Co – Registration Rights Agreement (June 14th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the [ ] day of June, 2018, by and among Twelve Seas Investment Company, a Cayman Islands exempted company (the "Company") and the undersigned parties listed under Investor on the signature page hereto (each, an "Investors" and collectively, the "Investors").

Essential Properties Realty Trust, Inc. – REGISTRATION RIGHTS AGREEMENT by and Among ESSENTIAL PROPERTIES REALTY TRUST, INC. And the Other Parties Hereto Dated as of [ ], 2018 (June 14th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (the Agreement) is dated as of [ ], 2018 and is by and among Essential Properties Realty Trust, Inc. (the Company) and the Holders (as defined below) from time to time party hereto.

Altice USA, Inc. – AMENDED AND RESTATED STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT by and Among Altice USA, Inc., the Stockholders Signatories Hereto and the Other Parties Signatories Hereto Dated as of June 7, 2018 (June 13th, 2018)

This AMENDED AND RESTATED STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT (as it may be amended or otherwise modified from time to time in accordance with the terms hereof, this Agreement), dated as of June 7, 2018 and which shall be effective simultaneously with the consummation of the Distribution (as defined below), is entered into by and among Altice USA, Inc., a Delaware corporation (the Company), Altice (as defined below), Next Alt (as defined below), the Stockholders identified in Schedule A hereto (as such schedule may be updated, from time to time, by the Board as the Board deems appropriate to reflect changes thereon), and any other stockholder of the Company who becomes a party to this Agreement from time to time pursuant to the terms hereof.

GS Acquisition Holdings Corp – Registration Rights Agreement (June 13th, 2018)
Fat Brands, Inc – REGISTRATION RIGHTS AGREEMENT (Series a Fixed Rate Cumulative Preferred Stock) (June 13th, 2018)

This Registration Rights Agreement (this "Agreement") is made and entered into as of June 7, 2018, by and between FAT Brands Inc., a Delaware corporation (the "Company"), and each of the purchasers who has delivered a signature page hereto (collectively, the "Investors" and, each individually, an "Investor").

AFG Holdings, Inc. – Afg Holdings, Inc. Registration Rights Agreement Dated as of June 8, 2017 (June 12th, 2018)

This Registration Rights Agreement (this Agreement) is made and entered into as of June 8, 2017, by and among AFG Holdings, Inc., a Delaware corporation (the Company), and all of the stockholders of the Company who were issued shares of Company Common Stock in the Plan (each such party as identified on Schedule I hereto, together with any Person (as defined below) who hereafter becomes a party to this Agreement, a Holder and collectively, the Holders). The Company and the Holders are referred to collectively herein as the Parties.

National Energy Services Reunited Corp. – Registration Rights Agreement (June 12th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 6th day of June 2018, by and among National Energy Services Reunited Corp., a British Virgin Islands company (the "Company") and SV3 Holdings PTE LTD, a company incorporated in Singapore (the "Investor" or "SV3").

Registration Rights Agreement (June 12th, 2018)

This REGISTRATION RIGHTS AGREEMENT dated June 11, 2018 (this Agreement) is entered into by and among NiSource Inc., a Delaware corporation (the Company), and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives (the Representatives) of the several initial purchasers named in Schedule I to the Purchase Agreement (as defined below) (the Initial Purchasers).

National Energy Services Reunited Corp. – Registration Rights Agreement (June 12th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT is entered into on June 5, 2018 by and between National Energy Services Reunited Corp., a British Virgin Islands company (the "Company"), and Hana Investments Co. WLL, formed under the laws of Bahrain ("Olayan") (each of Olayan and the Company to be referenced hereinafter as a "Party" or collectively as "Parties").

Registration Rights Agreement (June 12th, 2018)

This REGISTRATION RIGHTS AGREEMENT dated June 11, 2018 (this Agreement) is entered into by and among NiSource Inc., a Delaware corporation (the Company), and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives (the Representatives) of the several initial purchasers named in Schedule I to the Purchase Agreement (as defined below) (the Initial Purchasers).

Registration Rights Agreement (June 11th, 2018)

This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of June 5, 2018 (the "Execution Date"), is entered into by and between Natural Health Farm Holdings, Inc., a Nevada corporation with its principal executive office at 1980 Festival Plaza Drive, Suite 530, Las Vegas, NV 89135 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Jericho, NY 11753 (the "Investor").

ShiftPixy, Inc. – Registration Rights Agreement (June 8th, 2018)

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").

Thunder Bridge Acquisition Ltd – Registration Rights Agreement (June 8th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June [__], 2018, is made and entered into by and among Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the "Company"), Thunder Bridge Acquisition LLC, a Delaware limited liability company (the "Sponsor") and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and 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").

Anvia Holdings Corp – Registration Rights Agreement (June 8th, 2018)

This Registration Rights AGREEMENT (the "Agreement"), dated as of June 5, 2018 (the "Execution Date"), is entered into by and between Anvia Holdings Corp., Inc., a Delaware corporation with its principal executive office at 1125 E Broadway #770, Glendale, CA 91205 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Jericho, NY 11753 (the "Investor").

Real Goods Solar – Registration Rights Agreement by and Among Real Goods Solar, Inc., Iroquois Master Fund Ltd and Iroquois Capital Investment Group Llc Dated as of June 5, 2018 Registration Rights Agreement (June 7th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 5, 2018 (this "Agreement"), by and among Iroquois Master Fund Ltd., a Cayman Islands exempted limited company ("Iroquois Master Fund"), Iroquois Capital Investment Group LLC, a Delaware limited liability company ("ICIG" and, together with Iroquois Master Fund, "Iroquois") and Real Goods Solar, Inc., a Colorado corporation (the "Company").

Callon Petroleum Company – Callon Petroleum Company 6.375% Senior Notes Due 2026 Registration Rights Agreement (June 7th, 2018)
YayYo, Inc. – Registration Rights Agreement (June 7th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 8, 2018, is by and among YayYo, Inc., a Delaware corporation with offices located at 433 North Camden Drive, Suite 600, Beverly Hills, California 90210 (the "Company"), and the undersigned buyers (each, a "Buyer," and collectively, the "Buyers").

REGISTRATION RIGHTS AGREEMENT by and Among SKYLINE CHAMPION CORPORATION, CHAMPION ENTERPRISES HOLDINGS, LLC, THE BAIN SHAREHOLDER, THE CENTERBRIDGE SHAREHOLDER, THE MAK CAPITAL SHAREHOLDER, ARTHUR J. DECIO and Certain Other INVESTORS DATED AS OF JUNE 1, 2018 (June 6th, 2018)

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of June 1, 2018, is made by and among:

REGISTRATION RIGHTS AGREEMENT by and Among SKYLINE CHAMPION CORPORATION, CHAMPION ENTERPRISES HOLDINGS, LLC, THE BAIN SHAREHOLDER, THE CENTERBRIDGE SHAREHOLDER, THE MAK CAPITAL SHAREHOLDER, ARTHUR J. DECIO and Certain Other INVESTORS DATED AS OF JUNE 1, 2018 (June 6th, 2018)

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the Agreement), dated as of June 1, 2018, is made by and among:

Electric Vehicle Research Corp – Registration Rights Agreement (June 6th, 2018)

This Registration Rights Agreement (this "Agreement") is made and entered into as of June 1, 2018, between Oncolix, Inc., a Florida corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

Unimin Corp – REGISTRATION RIGHTS AGREEMENT by and Among COVIA HOLDINGS CORPORATION, and SCR- SIBELCO NV Dated as of June 1, 2018 (June 6th, 2018)

REGISTRATION RIGHTS AGREEMENT, dated as of June 1, 2018 (this Agreement), by and among (i) Covia Holdings Corporation, a Delaware corporation (the Company), and (ii) SCR-Sibelco NV (together with its respective permitted transferees, collectively, the Shareholders).

Far Point Acquisition Corp – Registration Rights Agreement (June 6th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [ ], 2018, is made and entered into by and among Far Point Acquisition Corporation, a Delaware corporation (the Company), Far Point LLC, a Delaware limited liability company (the Sponsor), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and 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).

Spirit MTA REIT – Registration Rights Agreement (June 5th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of May 31, 2018 by and among Spirit MTA REIT, a Maryland real estate investment trust (the Company), and Spirit Realty, L.P., a Delaware limited partnership (the Initial Holder).

Registration Rights Agreement (June 5th, 2018)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 23, 2018, by and between DIGITALTOWN, INC., a Minnesota corporation (the "Company"), and TRITON FUNDS LP, a Delaware limited partnership (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").

Spirit Realty Capital Inc. – Registration Rights Agreement (June 5th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT is entered into as of May 31, 2018 by and among Spirit MTA REIT, a Maryland real estate investment trust (the Company), and Spirit Realty, L.P., a Delaware limited partnership (the Initial Holder).

QUALCOMM Incorporated REGISTRATION RIGHTS AGREEMENT (June 5th, 2018)

QUALCOMM Incorporated, a Delaware corporation (the Company), has made offers to exchange the 3 series of notes described in the table set forth on Schedule II issued by the Company (the Old Notes) for new series of the Companys notes described in the right column of the table set forth on Schedule II (the Initial Securities) and an additional cash payment, as set forth in the Offering Memorandum, dated May 21, 2018 (the Offering Memorandum), related thereto. The Initial Securities will be issued upon the terms set forth in the Offering Memorandum, for which the parties listed on Schedule I hereto have severally agreed to act as dealer managers (the Dealer Managers), pursuant to a dealer manager agreement, dated as of May 21, 2018, among the Company and the several Dealer Managers. The Initial Securities will be issued pursuant to an Indenture, dated as of May 20, 2015 (the Indenture), between the Company and U.S. Bank National Association, as trustee (the Trustee). As an inducement to

CorePoint Lodging Inc. – REGISTRATION RIGHTS AGREEMENT by and Among COREPOINT LODGING INC. And the Other Parties Hereto Dated as of May 30, 2018 (June 4th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (the Agreement) is dated as of May 30, 2018 and is by and among CorePoint Lodging Inc., a Maryland corporation (the Company), and Blackstone (as defined below).