Registration Rights Agreement Sample Contracts

Silver Run Acquisition Corp II – Registration Rights Agreement (March 29th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of March 23, 2017, is made and entered into by and among Silver Run Acquisition Corporation II, a Delaware corporation (the Company), Silver Run Sponsor II, 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).

Generex Biotechnology Corporation – Registration Rights Agreement (March 29th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into on March 24, 2017 between Generex Biotechnology Corporation, a Delaware corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

Registration Rights Agreement (March 28th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of November 15, 2016, by and among Genco Shipping & Trading Limited, a Marshall Islands corporation (the "Company"), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto (each a "Holder" and collectively, the "Holders").

GENPACT LUXEMBOURG S.A R.L. GENPACT LIMITED $350,000,000 3.700% Senior Notes Due 2022 REGISTRATION RIGHTS AGREEMENT (March 28th, 2017)

As the representatives of the initial purchasers listed on Schedule I to the Purchase Agreement (as defined below) (the "Initial Purchasers")

Everett SpinCo, Inc. – Registration Rights Agreement (March 27th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated March 27, 2017 (this Agreement) is entered into by and among Everett SpinCo, Inc., a Delaware corporation (the Company), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc. and RBC Capital Markets, LLC (collectively, the Representatives), each for itself and on behalf of the several initial purchasers named in the Purchase Agreement (as defined below) (the Initial Purchasers).

Chaparral Energy, Inc. – Registration Rights Agreement (March 27th, 2017)

This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this Agreement) is made and entered into as of March 21, 2017, by and among Chaparral Energy, Inc., a Delaware corporation (the Company), on one hand, and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto, on the other hand (each a Holder and collectively, the Holders).

Registration Rights Agreement (March 27th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of March 27, 2017, by and among Mercer International Inc., a Washington corporation (the Company), and Credit Suisse Securities (USA) LLC (the Initial Purchaser), which has agreed to purchase $25,000,000 in aggregate principal amount of the Companys 6.500% Senior Notes due 2024 (the Offered Notes) on the Closing Date (as defined below), pursuant to the Purchase Agreement (as defined below).

Enpro Industries – Registration Rights Agreement (March 24th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of March 24, 2017, by and among EnPro Industries, Inc., a North Carolina corporation (the Company), Applied Surface Technology, Inc., Belfab, Inc., Coltec International Services Co., Compressor Products International LLC, EnPro Associates, LLC, EnPro Holdings, Inc., Fairbanks Morse, LLC, Garlock Hygienic Technologies, LLC, Garlock Pipeline Technologies, Inc., GGB, Inc., GGB LLC, STEMCO Kaiser Incorporated, Stemco LP, Stemco Products, Inc., Technetics Group Daytona, Inc., Technetics Group LLC and Technetics Group Oxford, Inc., as Guarantors (collectively, the Guarantors), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch), on behalf of itself and as representative of the several initial purchasers named on Schedule A of the Purchase Agreement (the Initial Purchasers), each of whom has agreed to purchase the Companys $150,000,000 5.875% Senior Notes due 2022 (collectively, the Initial Note

Registration Rights Agreement (March 23rd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into on March 23, 2017, among American Axle & Manufacturing, Inc. (the "Company"), American Axle & Manufacturing Holdings, Inc. ("Holdings"), the guarantors listed on Schedule II hereto (together with Holdings, the "Initial Guarantors"), and J. P. Morgan Securities LLC, acting as representative (the "Representative") of the several initial purchasers listed on Schedule I hereto (the "Initial Purchasers").

Registration Rights Agreement (March 23rd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into on March 23, 2017, among American Axle & Manufacturing, Inc. (the "Company"), American Axle & Manufacturing Holdings, Inc. ("Holdings"), the guarantors listed on Schedule II hereto (together with Holdings, the "Initial Guarantors"), and J. P. Morgan Securities LLC, acting as representative (the "Representative") of the several initial purchasers listed on Schedule I hereto (the "Initial Purchasers").

Nephros, Inc. – Registration Rights Agreement (March 23rd, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of March 17, 2017, between Nephros, Inc., a Delaware corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

Alphatec Holdings – Registration Rights Agreement (March 23rd, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of March [ ], 2017, between Alphatec Holdings, Inc., a Delaware corporation (the Company), and each of the several purchasers signatory hereto (each such purchaser, a Purchaser and, collectively, the Purchasers).

HyperDynamics Corporation – Form of Registration Rights Agreement (March 23rd, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into effective as of , 2017, among Hyperdynamics Corporation, 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).

Gastar Exploration Inc. – Amendment No. 1 to the Registration Rights Agreement (March 22nd, 2017)

This AMENDMENT NO. 1 (this Amendment), dated as of March 21, 2017, to the Registration Rights Agreement, dated as of March 3, 2017 (the Agreement), by and among Gastar Exploration Inc., a Delaware corporation (the Company) and each of the purchasers listed on Schedule I thereto (the Purchasers). The Company and the Purchasers are each referred to individually as a Party and are collectively referred to as the Parties.

Appiphany Technologies Holdings Corp – Registration Rights Agreement (March 22nd, 2017)

This REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of February 14, 2017 (the "Execution Date"), is entered into by and between Appiphany Technologies Holdings Corp., a Nevada corporation with its principal executive office at 10 West Broadway, Suite 700, Salt Lake City, UT 84101 (the "Company"), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514. (the "Investor").

Dynatronics Corporation – Registration Rights Agreement by and Among Dynatronics Corporation and Each Purchaser Identified on the Signature Pages Hereto (March 22nd, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of March ______, 2017, between Dynatronics Corporation, a Utah corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

Gastar Exploration Inc. – Amendment No. 1 to the Registration Rights Agreement (March 22nd, 2017)

This AMENDMENT NO. 1 (this Amendment), dated as of March 21, 2017, to the Registration Rights Agreement, dated as of March 3, 2017 (the Agreement), by and among Gastar Exploration Inc., a Delaware corporation (the Company) and each of the purchasers listed on Schedule I thereto (the Purchasers). The Company and the Purchasers are each referred to individually as a Party and are collectively referred to as the Parties.

Newbelco SA/NV – REGISTRATION RIGHTS AGREEMENT by and Among Anheuser-Busch InBev SA/NV and the Holders (As Defined Herein) Dated as of October 10, 2016 (March 22nd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of October 10, 2016 by and among ANHEUSER-BUSCH INBEV SA/NV, a public limited liability company (societe anonyme/naamloze vennootschap) incorporated under the laws of the Kingdom of Belgium (the Company) and the Restricted Shareholders listed on Schedule 1 hereto (together with any other holders or beneficial owners of Restricted Shares and/or their Permitted Transferees that accede as parties to this Agreement in accordance with Section 12, the Holders and individually, each a Holder).

Hilton Worldwide Holdings Inc. – HILTON WORLDWIDE FINANCE LLC HILTON WORLDWIDE FINANCE CORP. $900,000,000 4.625% Senior Notes Due 2025 $600,000,000 4.875% Senior Notes Due 2027 REGISTRATION RIGHTS AGREEMENT Dated March 16, 2017 (March 22nd, 2017)

This Registration Rights Agreement (this Agreement) is dated as of March 16, 2017, and is entered into by and among Hilton Worldwide Finance LLC, a Delaware limited liability company (the Issuer), Hilton Worldwide Finance Corp., a Delaware corporation (the Co-Issuer and, together with the Issuer, the Issuers), each an indirect wholly-owned subsidiary of Hilton Worldwide Holdings Inc., a Delaware corporation (the Company), the Company, Hilton Worldwide Parent LLC, a Delaware limited liability company and direct parent of the Issuer (HWP), the Subsidiary Guarantors (as defined below) and Goldman, Sachs & Co., as representative (the Representative) of the several initial purchasers named on Annex A to the Purchase Agreement referenced below (collectively, the Initial Purchasers).

Diana Containerships Inc. – Registration Rights Agreement (March 21st, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 21, 2017, is by and among Diana Containerships Inc., a company organized under the laws of the Republic of the Marshall Islands with offices located at c/o Unitized Ocean Transport Limited, Pendelis 18 175 64 Palaio Faliro Athens, Greece (the "Company"), and the undersigned buyers (each, a "Buyer," and collectively, the "Buyers," including, as identified on the signature pages hereto, the "Lead Buyer").

Registration Rights Agreement (March 21st, 2017)

This REGISTRATION RIGHTS AGREEMENT is dated as of March 15, 2017 (this Agreement), by and among SEMGROUP CORPORATION, a Delaware corporation (the Company), the subsidiaries of the Company named in Schedule I hereto (each individually, a Guarantor and collectively, the Guarantors) and Credit Suisse Securities (USA) LLC, as representative (the Representative) for the several Initial Purchasers listed in Schedule I to the Purchase Agreement (defined below) (the Initial Purchasers).

New Home Co Inc. – The New Home Company Inc. 7.250% Senior Notes Due 2022 REGISTRATION RIGHTS AGREEMENT (March 20th, 2017)

The New Home Company Inc., a Delaware corporation (the Issuer), proposes to issue and sell to the several purchasers set forth in Schedule I hereto (the Initial Purchasers) for whom Credit Suisse is acting as representative (in such capacity, the Representative), upon the terms set forth in a purchase agreement dated March 10, 2017 (the Purchase Agreement), $250,000,000 aggregate principal amount of its 7.250% Senior Notes due 2022 (the Initial Securities) to be unconditionally guaranteed (the Guarantees) by the subsidiaries of the Issuer listed on Schedule II hereto (the Guarantors, and together with the Issuer, the Company). The Initial Securities will be issued pursuant to an indenture, dated as of the Closing Date, as defined in the Purchase Agreement (the Indenture), among the Issuer, the Guarantors and U.S. Bank N.A., as trustee (the Trustee).

Cyrusone Lp Cyrusone Finance Corp. 5.375% Senior Notes Due 2027 Registration Rights Agreement (March 17th, 2017)

CyrusOne Inc., a Maryland corporation ("Holdings"), CyrusOne GP, a Maryland statutory trust (the "General Partner"), which is a subsidiary of Holdings and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of Holdings (the "Operating Partnership") and CyrusOne Finance Corp., a Maryland corporation (together with the Operating Partnership, the "Issuers"), are selling, upon the terms and conditions set forth in the Purchase Agreement (the "Purchase Agreement") dated as of March 3, 2017 by and among the Issuers, the Guarantors (as defined below) and the Initial Purchasers listed on Schedule I hereto (the "Initial Purchasers"), for whom you are acting as the representatives (the "Representatives"), $300,000,000 in aggregate principal amount of the Issuers' 5.375% Senior Notes due 2027 (the "Notes"). The Issuers' obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guarantee

Amc Entertainment Holdings, Inc. – AMC ENTERTAINMENT HOLDINGS, INC. $475,000,000 6.125% Senior Subordinated Notes Due 2027 PS250,000,000 6.375% Senior Subordinated Notes Due 2024 REGISTRATION RIGHTS AGREEMENT (March 17th, 2017)

AMC Entertainment Holdings, Inc., a corporation organized under the laws of Delaware (the Company), proposes to issue and sell to certain purchasers (the Initial Purchasers), for whom you (the Representatives) are acting as representatives, its 6.125% Senior Subordinated Notes due 2027 (the Dollar Notes) and its 6.375% Senior Subordinated Notes due 2024 (the Sterling Notes), together with any related Guarantees (such Guarantees to be provided on the Issue Date) (collectively, with the Dollar Notes and the Sterling Notes, the Securities), upon the terms set forth in the purchase agreement, among the Company, the Guarantors party thereto and the Representatives, dated March 13, 2017 (the Purchase Agreement), relating to the initial placement of the Securities (the Initial Placement). The Securities and the New Securities (as defined herein) will be guaranteed on a senior subordinated unsecured basis by the Guarantors (as defined herein). To induce the Initial Purchasers to enter into t

Zeta Acquisition Corp II – Registration Rights Agreement (March 17th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of March 15, 2017, among Aerpio Pharmaceuticals, Inc., a Delaware corporation (the Company), and each of the investors listed on Schedule A hereto (each of which is referred to in this Agreement as an Investor and collectively, the Investors).

Zeta Acquisition Corp II – Registration Rights Agreement (March 17th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into effective as of March 15, 2017, among Aerpio Pharmaceuticals, Inc., a Delaware corporation (the Company), the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a Purchaser and collectively, the Purchasers), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the Brokers), the persons or entities identified on Schedule 2 hereto holding Merger Shares and the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares. Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.

Cyrusone Lp Cyrusone Finance Corp. 5.000% Senior Notes Due 2024 Registration Rights Agreement (March 17th, 2017)

CyrusOne Inc., a Maryland corporation ("Holdings"), CyrusOne GP, a Maryland statutory trust (the "General Partner"), which is a subsidiary of Holdings and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of Holdings (the "Operating Partnership") and CyrusOne Finance Corp., a Maryland corporation (together with the Operating Partnership, the "Issuers"), are selling, upon the terms and conditions set forth in the Purchase Agreement (the "Purchase Agreement") dated as of March 3, 2017 by and among the Issuers, the Guarantors (as defined below) and the Initial Purchasers listed on Schedule I hereto (the "Initial Purchasers"), for whom you are acting as the representatives (the "Representatives"), $500,000,000 in aggregate principal amount of the Issuers' 5.000% Senior Notes due 2024 (the "Notes"). The Issuers' obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guarantee

Cadence Bancorporation – Registration Rights Agreement (March 17th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (the Agreement), dated as of [], 2017, is by and among Cadence Bancorporation, a Delaware corporation (the Company), and Cadence Bancorp, LLC, a Delaware limited liability company (together with any other Person from time to time deemed a Stockholder hereunder pursuant to Section 3.3(b), the Stockholder).

Venaxis – Registration Rights Agreement (March 17th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of _________ 2017, among Bioptix, Inc., a Colorado corporation (the "Company"), and each signatory hereto (each, an "Investor" and collectively, the "Investors"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement (as defined below).

Registration Rights Agreement (March 17th, 2017)

This Registration Rights Agreement (this "Agreement") is made as of March 15, 2017, by and between BioCryst Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the "Investors"). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.

Venaxis – Registration Rights Agreement (March 16th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of _________ 2017, among Bioptix, Inc., a Colorado corporation (the "Company"), and each signatory hereto (each, an "Investor" and collectively, the "Investors"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement (as defined below).

Registration Rights Agreement (March 16th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of March ___, 2017 between JAKKS PACIFIC, INC., a Delaware corporation (the "Company"), and HONGKONG MEISHENG CULTURE COMPANY LTD., a company incorporated in Hong Kong (the "Investor").

REGISTRATION RIGHTS AGREEMENT Dated as of March 14, 2017 by and Among BEAZER HOMES USA, INC., as Issuer, the GUARANTORS Named Herein and CREDIT SUISSE SECURITIES (USA) LLC, as Representative of the Initial Purchasers 6.750% Senior Notes Due 2025 (March 15th, 2017)

This Registration Rights Agreement (this Agreement) is dated as of March 14, 2017, by and among Beazer Homes USA, Inc., a Delaware corporation (the Company), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the Issuers), on the one hand, and Credit Suisse Securities (USA) LLC, as representative (the Representative) of the several Initial Purchasers (as defined herein), on the other hand.

EXCO Resources, Inc. – Registration Rights Agreement by and Among Exco Resources, Inc. And the Investors Specified on the Signature Pages Hereto (March 15th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of March 15, 2017, by and among EXCO Resources, Inc., a Texas corporation (the Company), and each of the investors specified on the signature pages hereto (each, an Investor, and collectively, the Investors).

MP Acquisition I Corp. – Registration Rights Agreement (March 15th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 9, 2017, is made and entered into by and among Matlin & Partners Acquisition Corporation, a Delaware corporation (the "Company"), Matlin & Partners Acquisition Sponsor LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald & Co. ("CF & Co.") and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, CF & Co. 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").