Registration Rights Agreement Sample Contracts

Icahn Enterprises Holdings L.P. – REGISTRATION RIGHTS AGREEMENT Dated as of January 18, 2017 by and Among ICAHN ENTERPRISES L.P., ICAHN ENTERPRISES FINANCE CORP., ICAHN ENTERPRISES HOLDINGS L.P. And JEFFERIES LLC (January 18th, 2017)

This Agreement is made pursuant to the Purchase Agreement, dated January 12, 2017 (the "Purchase Agreement"), by and among the Company, the Guarantor and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 8(m) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture, dated as of January 18, 2017 (the "Indenture"), among Icahn Enterprises, Icahn Enterprises Finance, the Guarantor and Wilmington Trust, National Association, a Delaware banking company, as trustee (the "Trustee"), relating to the Offered Securities and the Exchange Securities (as defined below).

Registration Rights Agreement (January 17th, 2017)

This Registration Rights Agreement (this "Agreement"), dated as of January 13, 2017, is made by and among Auxilio, Inc., a Nevada corporation (the "Company"), Dr. Michael G. Mathews ("Mathews") and Michael H. McMillan ("McMillan" and together with Mathews, the "Selling Stockholders"). Each of the Company, Mathews, and McMillan may be referred to herein as a "Party," and collectively as the "Parties." This Agreement is entered into in connection with the entry into a Stock Purchase Agreement between the Parties.

Registration Rights Agreement (January 13th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of January 11, 2017, by and among Syniverse Holdings, Inc., a Delaware corporation (the Company), Syniverse Foreign Holdings Corporation, a Delaware corporation (SFHC), the subsidiary guarantors set forth on the signature pages hereto (the Subsidiary Guarantors and, together with the Company, the Guarantors) and Goldman, Sachs & Co., as dealer manager (the Dealer Manager), in connection with SFHCs offer to exchange new 9.125% Senior Notes due 2022 issued by SFHC (the New Notes) for the Companys outstanding 9.125% Senior Notes due 2019 (the Existing Notes) pursuant to the Dealer Manager Agreement (as defined below) (the Offer). The New Notes will be issued pursuant to an indenture to be dated the date hereof (as such indenture is amended or supplemented from time to time in accordance with the terms thereof, the New Indenture), among the Company, SFHC, the Subsidiary Guarantors and Wilmington Trust, National

Energy Transfer Equity – Registration Rights Agreement (January 12th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of January 12, 2017, by and among Energy Transfer Equity, L.P., a Delaware limited partnership (the "Partnership"), and each of the Persons set forth on Schedule A to this Agreement (each, a "Purchaser" and collectively, the "Purchasers").

American Housing Income Trust, Inc. – Fourth Amendment to Master Registration Rights Agreement (January 11th, 2017)

This Fourth Amendment to Master Registration Rights Agreement (this "Amendment") is dated as of January 2, 2017 (the "Effective Date"), and supersedes the prior amendments hereto, and is by and between American Housing Income Trust, Inc., a Maryland corporation (the "Company"), and those members of AHIT Valfre Limiteds, LLC, a Maryland limited liability company, identified herein and in the Second Amendment to the Limited Partnership Agreement of AHIT Valfre, LLP, a Maryland limited liability partnership ("AHIT Valfre"), with a mailing address for notice purposes of Valfre Holdings, LLC, an Arizona limited liability company ("Valfre Holdings"), with a mailing address for notice purposes of 145829 E. Circle L Ranch in Vail, Arizona 85641 (hereinafter referred to as "AHIT Valfre Limiteds").

Registration Rights Agreement (January 11th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) dated January 9, 2017 (the Closing Date) is entered into by and among Ensco plc, a public limited company organized under the laws of England and Wales (the Company), and Citigroup Global Markets Inc. (Citi), HSBC Securities (USA) Inc. (HSBC), BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and DNB Markets, Inc., as dealer managers (the Dealer Managers), for the Offers (as defined below) pursuant to the Dealer Manager Agreement dated December 6, 2016 (the Dealer Manager Agreement).

REV Group, Inc. – REGISTRATION RIGHTS AGREEMENT by and Among the Persons Listed on Schedule a Hereto Under the Heading AIP, the Persons Listed on Schedule a Hereto Under the Heading JPM, the Persons Listed on Schedule a Hereto Under the Heading MANAGEMENT, ALLY COMMERCIAL FINANCE, LLC and REV GROUP, INC. Dated as of [__], 2017 (January 10th, 2017)

This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the Company), the Persons listed on Schedule A hereto under the heading AIP (each, an AIP Person and, collectively, AIP), the Persons listed on Schedule A hereto under the heading JPM (each, a JPM Person and, collectively, JPM), the Persons listed on Schedule A hereto under the heading Management (Management) [and Ally Commercial Finance, LLC (Ally)].

Registration Rights Agreement (January 10th, 2017)

This Registration Rights Agreement (this "Agreement") is made as of January 4, 2017, by and between Konecranes Plc, a Finnish public company limited by shares (the "Company") and Terex Corporation, a Delaware corporation (the "Shareholder"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1.01.

Registration Rights Agreement (January 9th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated January 9, 2017 (this Agreement) is entered into by and among U.S. Concrete, 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 sole initial purchaser party to the Purchase Agreement (as defined below).

C&J Energy Services Ltd. – REGISTRATION RIGHTS AGREEMENT by and Among C&J ENERGY SERVICES, INC. And THE HOLDERS PARTY HERETO Dated as of January 6, 2017 (January 6th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of January 6, 2017 by and among C&J Energy Services, Inc. (the Company) and the Backstop Parties pursuant to the Plan of Reorganization (the Plan) of CJ Holding Company and certain of its debtor affiliates under Chapter 11 of Title 11 of the United States Code approved by the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the Bankruptcy Court). Capitalized terms used but not otherwise defined herein are defined in Section 1 of this Agreement.

Jagged Peak Energy Inc. – Form of Registration Rights Agreement (January 6th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of , 2017, by and among Jagged Peak Energy Inc., a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Energy XXI Gulf Coast, Inc. – Registration Rights Agreement (January 6th, 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 December 30, 2016, by and among Energy XXI Gulf Coast Inc., a Delaware 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.

Eastside Distilling, Inc. – Registration Rights Agreement (January 6th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of December __, 2016 between Eastside Distilling, Inc., a Nevada corporation (the "Company") and the purchasers (the "Purchasers") who have subscribed for units (the "Units"), each Unit consisting of one share of the Company's common stock (the "Shares" and one common stock purchase warrant (the "Warrants,") pursuant to the Confidential Private Placement Memorandum of the Company dated November 21, 2016 and accompanying Subscription Agreement ("Offering Materials").

Nanoantibiotics, Inc. – Registration Rights Agreement (January 5th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 4, 2017, by and between BIOVIE INC., a Nevada 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").

American Midstreampartners Lp – American Midstream Partners, Lp American Midstream Finance Corporation Registration Rights Agreement (January 4th, 2017)

This REGISTRATION RIGHTS AGREEMENT is dated as of December 28, 2016 (the Agreement), by and among AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the Partnership), and AMERICAN MIDSTREAM FINANCE CORPORATION, a Delaware corporation (Finance Corp. and, together with the Partnership, the Issuers), the subsidiaries of the Partnership named in Schedule I hereto (each individually, a Guarantor and collectively, the Guarantors), and the several Initial Purchasers listed in Schedule I to the Purchase Agreement (defined below) (the Initial Purchasers).

American Midstreampartners Lp – American Midstream Partners, Lp American Midstream Finance Corporation Registration Rights Agreement (January 4th, 2017)

This REGISTRATION RIGHTS AGREEMENT is dated as of December 28, 2016 (the Agreement), by and among AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the Partnership), and AMERICAN MIDSTREAM FINANCE CORPORATION, a Delaware corporation (Finance Corp. and, together with the Partnership, the Issuers), the subsidiaries of the Partnership named in Schedule I hereto (each individually, a Guarantor and collectively, the Guarantors), and the several Initial Purchasers listed in Schedule I to the Purchase Agreement (defined below) (the Initial Purchasers).

RMG Networks Holding Corp – Registration Rights Agreement (January 3rd, 2017)

This Registration Rights Agreement (the Agreement) is made and entered into as of this 29th day of December, 2016, by and among RMG Networks Holding Corporation, a Delaware corporation (the Company), 2012 DOOH Investments LLC (DOOH Investments), DRW Commodities, LLC (DRW Commodities), and Childrens Trust C/U The Donald R. Wilson 2009 GRAT #1 (the Trust and together with DRW Commodities and DOOH Investments, the Standby Purchasers and each a Standby Purchaser). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below) unless otherwise defined herein.

Hydra Industries Acquisition Corp. – Registration Rights Agreement (December 30th, 2016)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 23, 2016, is made and entered into by and among Hydra Industries Acquisition Corp., a Delaware corporation (the "Purchaser"), and the undersigned parties listed under Vendors on the signature page hereto (each such party a "Vendor" and collectively the "Vendors"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

Nemus Bioscience, Inc. – Registration Rights Agreement (December 29th, 2016)

This Registration Rights Agreement (this "Agreement") is made and entered into as of December __, 2016, between Nemus Bioscience, Inc., a Nevada corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

Neurometrix – Registration Rights Agreement (December 29th, 2016)

This Registration Rights Agreement (this "Agreement") is made and entered into as of December __, 2016, between NeuroMetrix, Inc., 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 (December 29th, 2016)

This REGISTRATION RIGHTS AGREEMENT dated December 21, 2016 (this Agreement) is entered into by and among Antero Resources Corporation, 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 of the Purchase Agreement (collectively, the Initial Purchasers).

Cytori Therapeutics Inc – Registration Rights Agreement (December 29th, 2016)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 22, 2016, by and between CYTORI THERAPEUTICS, INC., 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").

Akoustis Technologies, Inc. – Amendment No. 1 to Registration Rights Agreement (December 28th, 2016)

This Amendment No. 1 to the Registration Rights Agreement, effective December 15, 2016 (the "Amendment"), amends the Registration Rights Agreement, dated November 25, 2016 (the "Agreement"), among Akoustis Technologies, Inc., then a Nevada corporation (the "Company"), and the persons who have executed omnibus or counterpart signature page(s) to the Agreement. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement.

Hpil Holding – Registration Rights Agreement (December 27th, 2016)

This Registration Rights Agreement ("Agreement"), dated August 12, 2016, is made by and between HPIL HOLDING, a Nevada corporation ("Company"), and KODIAK CAPITAL GROUP, LLC a Delaware limited liability company (the "Investor").

RSP Permian, Inc. – Rsp Permian, Inc. 5.25% Senior Notes Due 2025 Registration Rights Agreement (December 27th, 2016)
Vistra Energy Corp – Registration Rights Agreement (December 23rd, 2016)

THIS REGISTRATION RIGHTS AGREEMENT (the Agreement), dated as of October 3, 2016, is by and among TCEH Corp., a Delaware corporation (the Company), the parties identified on the signature pages hereto under the heading Holders (the Initial Holders) and the other holders party hereto from time to time;

Transdel Pharmaceuticals – Registration Rights Agreement (December 23rd, 2016)

This Registration Rights Agreement (the "Agreement") is made and entered into as of this [*] day of December 2016 by and among Imprimis Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the investors identified on the signature pages hereto (each, including its successors and assigns, an "Investor," and collectively, the "Investors").

Cortendo AB – Registration Rights Agreement (December 23rd, 2016)

This Registration Rights Agreement (this Agreement) is made and entered into as of December 22, 2016, by and among Strongbridge Biopharma plc, an Irish public limited company (the Company), and the several purchasers signatory hereto (each a Purchaser and collectively, the Purchasers).

Fintech Acquisition Corp. II – Registration Rights Agreement (December 23rd, 2016)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ________________, 201[__], is made and entered into by and among each of FinTech Acquisition Corp. II, a Delaware corporation (the "Company"), FinTech Investor Holdings II, LLC, a Delaware limited liability company (the "Sponsor"), Cantor Fitzgerald Co., a New York general partnership ("Cantor"), and the other Initial Stockholders (as defined below) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a "Holder" and collectively, the "Holders").

Registration Rights Agreement (December 23rd, 2016)

This Registration Rights Agreement (the "Agreement") is made and entered into as of this 19th day of December, 2016 by and among Visualant, Incorporated, a Nevada corporation (the "Company"), and the "Holder" named in that certain Preferred Stock and Warrant Purchase Agreement by and between the Company and the Holder (the "Subscription Agreement"). Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreement unless otherwise defined herein.

REGISTRATION RIGHTS AGREEMENT by and Among BASIC ENERGY SERVICES, INC., THE BACKSTOP PARTIES and THE OTHER HOLDERS PARTY HERETO Dated as of December 23, 2016 (December 23rd, 2016)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of December 23, 2016, 2016 by and among Basic Energy Services, Inc., a Delaware corporation (the "Company"), the parties identified as "Backstop Parties" on the signature page hereto 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.

Barfresh Food Group Inc. – Registration Rights Agreement (December 23rd, 2016)

This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into by and among Barfresh Food Group, Inc., a California corporation (the "Company"), and the undersigned investors (individually, a "Purchaser" and collectively the "Purchasers").

Cryptosign, Inc. – Registration Rights Agreement (December 23rd, 2016)

This Registration Rights Agreement (this "Agreement") is made and entered into as of December __, 2016, by and among NABUFIT Global, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each a "Purchaser" and collectively, the "Purchasers").

Schneider National, Inc. – REGISTRATION RIGHTS AGREEMENT Dated as of Among SCHNEIDER NATIONAL, INC., and THE SHAREHOLDERS PARTY HERETO (December 22nd, 2016)
Equity Bancshares Inc – REGISTRATION RIGHTS AGREEMENT by and Among EQUITY BANCSHARES, INC., and EACH OF THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of December 19, 2016 (December 22nd, 2016)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of December 19, 2016, by and among EQUITY BANCSHARES, INC., a Kansas corporation (the Company), and each of the investors listed on the signature pages hereto (collectively, together with their respective successors and assigns, the Purchasers and each, a Purchaser). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.