Registration Rights Agreement Sample Contracts

Cryptosign, Inc. – Registration Rights Agreement (May 22nd, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 9, 2017, by and between NABUFIT GLOBAL, INC., a Delaware corporation (the "Company"), and KODIAK CAPITAL GROUP, LLC, a Delaware limited liability company ("Kodiak" or "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").

Tempus Applied Solutions Holdings, Inc. – Registration Rights Agreement (May 22nd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of April 28, 2017, by and between TEMPUS APPLIED SOLUTIONS HOLDINGS, INC., a Delaware corporation (the "Company"), and SANTIAGO BUSINESS CO. INTERNATIONAL LTD. (the "Purchaser").

Registration Rights Agreement (May 19th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 17, 2017, between PhotoMedex, Inc., a Nevada corporation (the "Company"), and each of the several parties signatory hereto that will become holders of the registration rights granted hereunder (each such holder, a "Holder" and, collectively, the "Holders").

Randalls Food Markets Inc – Registration Rights Agreement (May 19th, 2017)

This REGISTRATION RIGHTS AGREEMENT (the Agreement) is made and entered into on May 31, 2016 (the Closing Date), by and among ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the Company), NEW ALBERTSONS, INC., an Ohio corporation (NAI), SAFEWAY INC., a Delaware corporation (Safeway), ALBERTSONS LLC, a Delaware limited liability company (Albertsons and together with the Company, NAI and Safeway, the Co-Issuers), and each domestic subsidiary of the Company listed on the signature page of this Agreement (the Original Guarantors), on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, each on behalf of itself and as a representative of each of the other Initial Purchasers named in Schedule A hereto (collectively, the Initial Purchasers), on the other hand.

Cheniere Corpus Christi Holdings, LLC – Cheniere Corpus Christi Holdings, Llc 5.125% Senior Secured Notes Due 2027 Registration Rights Agreement (May 19th, 2017)
Randalls Food Markets Inc – Registration Rights Agreement (May 19th, 2017)

This REGISTRATION RIGHTS AGREEMENT (the Agreement) is made and entered into on August 9, 2016 (the Closing Date), by and among ALBERTSONS COMPANIES, LLC, a Delaware limited liability company (the Company), NEW ALBERTSONS, INC., an Ohio corporation (NAI), SAFEWAY INC., a Delaware corporation (Safeway), ALBERTSONS LLC, a Delaware limited liability company (Albertsons and together with the Company, NAI and Safeway, the Co-Issuers), and each domestic subsidiary of the Company listed on the signature page of this Agreement (the Original Guarantors), on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, each on behalf of itself and as a representative of each of the other Initial Purchasers named in Schedule A hereto (collectively, the Initial Purchasers), on the other hand.

Premier Biomedical Inc – Registration Rights Agreement (May 18th, 2017)

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

A.S.V., Llc – Registration Rights Agreement by and Between ASV Holdings, Inc. Manitex International, Inc. And Dated as of May 17, 2017 (May 18th, 2017)

This Registration Rights Agreement (this Agreement) is made as of May 17, 2017 by and among ASV Holdings, Inc., a Delaware corporation (ASV), Manitex International, Inc., a Michigan corporation (Manitex) and A.S.V. Holding, LLC, a Delaware limited liability company (Terex).

Registration Rights Agreement (May 18th, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated as of May 18, 2017 (this Agreement), is entered into by and among AV Homes, Inc., a Delaware corporation (the Company), the guarantors listed in Schedule 1 hereto (the Initial Guarantors), and J.P. Morgan Securities LLC (J.P. Morgan) as representative of the several initial purchasers listed in Schedule 1 to the Purchase Agreement referred to below (the Initial Purchasers).

CDK Global, Inc. – Registration Rights Agreement (May 17th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated May 15, 2017 (the Agreement) is entered into by and between CDK Global, Inc., a Delaware corporation (the Company) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative (the Representative) of the initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the Initial Purchasers).

National Energy Services Reunited Corp. – Registration Rights Agreement (May 17th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 17th day of May, 2017, by and among National Energy Services Reunited Corp., a British Virgin Islands company (the "Company") and NESR Holdings Ltd., a British Virgin Islands company (the "Investor").

Modern Media Acquisition Corp. – Registration Rights Agreement (May 17th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of May 17, 2017, is made and entered into by and among Modern Media Acquisition Corp., a Delaware corporation (the Corporation), and Modern Media Sponsor, LLC, a Delaware limited liability company (the Sponsor), together with the other parties listed on the signature pages hereto 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).

Tokai Pharmaceuticals Inc – Registration Rights Agreement (May 15th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of May 10, 2017, by and among Tokai Pharmaceuticals, Inc., a Delaware corporation (the Company) and each of the other parties signatory hereto (each a Purchaser and together, the Purchasers). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of January 31, 2017, among the Company and the Purchasers (the Purchase Agreement).

Registration Rights Agreement Dated [*], 2017 (May 15th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of the last date set forth on the signature page hereof by and between Diffusion Pharmaceuticals Inc., a Delaware corporation (the "Company"), and the undersigned investor in the Offering (the "Investor").

Threshold Pharmaceuticals – Registration Rights Agreement (May 15th, 2017)

This Registration Rights Agreement (the Agreement) is made and entered into as of , 2017 by and among [Mercury] (which name, prior to the closing of the Merger, was [Trojan]), a Delaware corporation (the Company), and the Investors named in that certain Securities Purchase Agreement by and among the Company and the Investors of even date herewith (the Purchase Agreement). 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 Purchase Agreement and shall be effective as of the Closing. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Earthstone Energy, Inc. – Registration Rights Agreement by and Among Earthstone Energy, Inc., Bold Energy Holdings, Llc (May 15th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 9, 2017, by and among Earthstone Energy, Inc., a Delaware corporation ("Parent"), Bold Energy Holdings, LLC, a Texas limited liability company ("Bold"), and the Persons identified on Schedule I hereto who become party to this Agreement from time to time upon the execution of a Joinder (as defined herein) in accordance with Section 2.10 of this Agreement (collectively, the "Bold Unitholders").

WideOpenWest, Inc. – Registration Rights Agreement (May 15th, 2017)

REGISTRATION RIGHTS AGREEMENT (the Agreement), dated as of [*], 2017, by and among WideOpenWest, Inc., a Delaware corporation (together with its successors and assigns, the Company), the Avista Investor Group (as hereinafter defined), the Crestview Investor Group (as hereinafter defined, and together with the Avista Investor Group, the Investors) and the other signatories hereto who execute an agreement to bound to this Agreement in the form of Exhibit A hereto and any other Person who becomes a party hereto.

Health Benefits Direct – Registration Rights Agreement (May 15th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 11, 2017, by and among InsPro Technologies Corporation, a Delaware corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").

Registration Rights Agreement (May 12th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 3, 2017, by and between Joey New York, Inc., a Nevada corporation (the "Company"), and Kodiak Capital Group, LLC, a Delaware limited liability company ("Kodiak" or "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").

Sauer Energy, Inc. – Registration Rights Agreement (May 12th, 2017)

This Registration Rights Agreement ("Agreement"), dated as of May 9, 2017, is made by and between Sauer Energy, Inc. a Nevada corporation ("Company"), and East Six Opportunity Fund, LLC a Delaware limited liability company (the "Investor").

Resolute Energy Corp. – Registration Rights Agreement (May 12th, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated May 12, 2017 (this "Agreement"), is entered into by and among Resolute Energy Corporation, a Delaware corporation (the "Company"), the guarantors listed in Schedule 1 hereto (the "Initial Guarantors"), and BMO Capital Markets Corp. ("BMO") and Goldman Sachs & Co. LLC ("GS" and, together with BMO, the "Initial Purchasers").

Registration Rights Agreement (May 12th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of May 12, 2017, by and among Century Communities, Inc., a Delaware corporation (the Company), the entities listed on the signature page hereto as Guarantors (collectively, the Guarantors), and J.P. Morgan Securities LLC (the Representative), on behalf of the Initial Purchasers (the Initial Purchasers) named in Schedule A to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Companys 5.875% Senior Notes due 2025 (the Initial Notes) fully and unconditionally guaranteed by the Guarantors (the Guarantees) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the Initial Securities.

Cannae Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT by and Among Cannae Holdings, Inc. And the Other Parties Hereto (May 11th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement), is made as of [*], 2017, by and among (i) Cannae Holdings, Inc., a Delaware corporation (Splitco), (ii) [*], a [*] ([*]), and (iii) [*], a [*] ([*]), and is effective as of the date hereof. Certain capitalized terms are defined in Section 1. Each of [*] and [*] are referred to herein individually as Holder and, collectively as the Holders.

Oragenics, Inc. – Registration Rights Agreement (May 11th, 2017)

This Registration Rights Agreement (the Agreement) is made and entered into as of this 10th day of May, 2017 by and among Oragenics, Inc., a Florida corporation (the Company), and each of the several holders of Registrable Securities (as defined below) signatory hereto (each such holder, a Holder and, collectively, the Holders). Capitalized terms used herein have the respective meanings ascribed thereto in that certain Securities Purchase Agreement dated May 10, 2017 by and among the Company and the other parties signatory thereto (the Purchase Agreement) unless otherwise defined herein.

Sanchez Energy Corporation – Registration Rights Agreement (May 10th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of March 1, 2017, by and among Sanchez Energy Corporation, a Delaware corporation (the "Corporation"), Gavilan Resources Holdings - A, LLC, a Delaware limited liability company ("Purchaser A"), Gavilan Resources Holdings - B, LLC, a Delaware limited liability company("Purchaser B"), and Gavilan Resources Holdings - C, LLC, a Delaware limited liability company ("Purchaser C," and, together with Purchaser A and Purchaser B, the "Purchasers").

Sanchez Energy Corporation – Registration Rights Agreement by and Between Sanchez Energy Corporation and Intrepid Private Equity V-A, Llc (May 10th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of March 1, 2017, by and between Sanchez Energy Corporation, a Delaware corporation (the "Corporation"), and Intrepid Private Equity V-A, LLC, a Delaware limited liability company ("Intrepid").

TPG Pace Energy Holdings Corp. – Registration Rights Agreement (May 10th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of May 4, 2017, is made and entered into by and among TPG Pace Energy Holdings Corp., a Delaware corporation (the Company), TPG Pace Energy Sponsor, LLC, a Delaware limited liability company (the Sponsor) and the undersigned parties listed under Holder on the signature page (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).

Sanchez Energy Corporation – Registration Rights Agreement (May 10th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of March 1, 2017, by and between Sanchez Energy Corporation, a Delaware corporation (the "Corporation"), and the funds managed by GSO that are identified in Exhibit M to the Purchase Agreement (as defined below) and specified on the signature pages hereof (the "GSO Funds").

Ritter Pharmaceuticals Inc – Registration Rights Agreement (May 9th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 4, 2017, by and between RITTER PHARMACEUTICALS, 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").

Registration Rights Agreement (May 9th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 5 , 2017, by and among CAPRICOR THERAPEUTICS, INC., a Delaware corporation (the "Company"), and each other party identified on the signature pages hereto.

Antero Resources Midstream Management LLC – Registration Rights Agreement (May 9th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is dated as of May 9, 2017, by and among Antero Midstream GP LP, a Delaware limited partnership (the Partnership), and the other parties listed on the signature pages hereto (each, a Party and collectively, the Parties). Capitalized terms used herein without definition have the meanings set forth in Section 1.

Mack Cali Realty L P – Registration Rights Agreement (May 9th, 2017)

This REGISTRATION RIGHTS AGREEMENT (as amended, supplemented or modified from time to time, this Agreement), dated as of March 10, 2017, is made and entered into by and among Mack-Cali Realty Corporation, a Maryland corporation (MCRC), Mack-Cali Realty, L.P., a Delaware limited partnership (MCRLP), Mack-Cali Property Trust, a Maryland real estate investment trust (MCPT, and together with MCRC and MCRLP, the MCRC Parties), Roseland Residential, L.P., a Delaware limited partnership (the Partnership), Roseland Residential Trust, a Maryland real estate investment trust (the General Partner), Roseland Residential Holding L.L.C., a Delaware limited liability company (the Limited Partner, and together with the General Partner and the Partnership, the Partnership Parties), and each of the Persons set forth on the signature pages hereto (each, a Holder, and collectively, the Holders).

GeoVax – Registration Rights Agreement (May 9th, 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").

Safety, Income & Growth, Inc. – Registration Rights Agreement (May 8th, 2017)

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of April 14, 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the Company), SFTY VENTURE LLC, a Delaware limited liability company (GICRE and a Holder), and SFTY VII-B, LLC, a Delaware limited liability company (LA and a Holder, and together with GICRE, the Holders).

GMS Inc. – Amendment No. 2 to Registration Rights Agreement (May 8th, 2017)

THIS AMENDMENT NO. 2 to Registration Rights Agreement (this Amendment No. 2) is entered into as of May 5, 2017, by and between GMS Inc., a Delaware corporation (the Company), and AEA GMS Holdings LP, a Delaware limited partnership (AEA), to amend the Registration Rights Agreement, dated as of April 1, 2014 (as amended, modified or supplemented from time to time, the Registration Rights Agreement) by and among the Company, certain affiliates of AEA and the other Holders party thereto, with such amendment to be effective as of the date hereof. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Registration Rights Agreement.