Registration Rights Agreement Sample Contracts

Recro Pharma, Inc. – Registration Rights Agreement (February 19th, 2019)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 19, 2019, by and between RECRO PHARMA, INC., a Pennsylvania 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").

KKR & Co. L.P. – Registration Rights Agreement Amendment (February 15th, 2019)

This amendment is limited to the matters expressly set forth herein, and except as expressly set forth herein, the provisions of the Registration Rights Agreement remain in full force and effect. The provisions of sections 3.2 through 3.9 and 3.12 through 3.13 (inclusive) of the Registration Rights Agreement are incorporated herein mutatis mutandis.

Generex Biotechnology Corporation – Registration Rights Agreement (February 15th, 2019)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 4, 2019, by and between GENEREX BIOTECHNOLOGY CORPORATION, a Delaware corporation (the "Company"), and LABRYS FUND, 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 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").

TRANSDIGM INC. 7.50% Senior Subordinated Notes Due 2027 REGISTRATION RIGHTS AGREEMENT (February 13th, 2019)
Levi Strauss & Co – LEVI STRAUSS & CO. 475,000,000 3.375% Senior Notes Due 2027 REGISTRATION RIGHTS AGREEMENT (February 13th, 2019)
RMG Acquisition Corp. – Registration Rights Agreement (February 12th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 7, 2019, is made and entered into by and among RMG Acquisition Corp., a Delaware corporation (the "Company"), RMG Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a "Holder" and collectively the "Holders").

Monocle Acquisition Corp – Registration Rights Agreement (February 12th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 6, 2019, is made and entered into by and among Monocle Acquisition Corporation, a Delaware corporation (the "Company"), Monocle Partners, LLC, a Delaware limited liability company (the "Sponsor"), Cowen Investments II LLC, a Delaware limited liability company ("Cowen Investments" and together with the Sponsor, the "Founders") and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Cowen Investments 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").

Thunder Bridge Acquisition Ltd – Registration Rights Agreement (February 12th, 2019)

This Registration Rights Agreement (as amended from time to time, this "Agreement") is dated as of [*], 2019, and is by and among Repay Holdings Corporation, a Delaware corporation and the successor to Thunder Bridge Acquisition Ltd., a Cayman Islands exempted company, pursuant to its statutory conversion into a Delaware corporation in accordance with the applicable provisions of the Companies Law (2018 Revision) of the Cayman Islands (the "Company"), CC Payment Holdings, L.L.C. and its related vehicles ("Corsair") and each of the stockholders of the Company identified on the signature pages hereto (together with Corsair, the "Stockholders", and individually a "Stockholder"). References to Corsair include all of its affiliated private equity funds, including co-invest and side-by-side entities, that hold shares (as defined below). References to Stockholders also include transferees to whom a Stockholder transfers shares and related rights under this Agreement in accordance with Section

Acamar Partners Acquisition Corp. – Registration Rights Agreement (February 12th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2019, is made and entered into by and among Acamar Partners Acquisition Corp., a Delaware corporation (the "Company"), and Acamar Partners Sponsor I 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").

Registration Rights Agreement (February 7th, 2019)

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of October 3, 2018, between the Company and the Purchaser (the "Purchase Agreement").

Monocle Acquisition Corp – Registration Rights Agreement (February 6th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of ____________, 2019, is made and entered into by and among Monocle Acquisition Corporation, a Delaware corporation (the "Company"), Monocle Partners, LLC, a Delaware limited liability company (the "Sponsor"), Cowen Investments II LLC, a Delaware limited liability company ("Cowen Investments" and together with the Sponsor, the "Founders") and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Cowen Investments 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").

Gores Metropoulos, Inc. – Registration Rights Agreement (February 6th, 2019)
Oxis International – Registration Rights Agreement (February 6th, 2019)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 4, 2019, by and among GT Biopharma, Inc., a Delaware corporation, with headquarters located at 310 N. Westlake Blvd, Suite 206, Westlake Village, CA 91362 (the "Company"), and the investors listed on the Schedule of Purchasers attached hereto (each, a "Purchaser" and collectively, the "Purchasers").

Registration Rights Agreement (February 6th, 2019)
Egalet Corp – Registration Rights Agreement (February 1st, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of January 31, 2019, by and among Egalet Corporation, a Delaware corporation (the Company), and Iroko Pharmaceuticals Inc., a business company incorporated in the British Virgin Islands (registration number 1732699) (the Stockholder).

Egalet Corp – Registration Rights Agreement (February 1st, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of January 31, 2019, by and among Egalet Corporation, a Delaware corporation (the Company), and Iroko Pharmaceuticals Inc., a business company incorporated in the British Virgin Islands (registration number 1732699) (the Stockholder).

EnLink Midstream, LLC – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and Among ENLINK MIDSTREAM, LLC and ENFIELD HOLDINGS, L.P. (January 29th, 2019)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of January 25, 2019, by and between ENLINK MIDSTREAM, LLC, a Delaware limited liability company (the Company), and ENFIELD HOLDINGS, L.P., a Delaware limited partnership (the Purchaser).

Targa Resources Partners LP – REGISTRATION RIGHTS AGREEMENT Dated as of January 17, 2019 by and Among TARGA RESOURCES PARTNERS LP, TARGA RESOURCES PARTNERS FINANCE CORPORATION and THE GUARANTORS NAMED HEREIN as Issuers, and THE INITIAL PURCHASERS NAMED HEREIN 61/2% SENIOR NOTES DUE 2027 (January 23rd, 2019)
Targa Resources Partners LP – REGISTRATION RIGHTS AGREEMENT Dated as of January 17, 2019 by and Among TARGA RESOURCES PARTNERS LP, TARGA RESOURCES PARTNERS FINANCE CORPORATION and THE GUARANTORS NAMED HEREIN as Issuers, and THE INITIAL PURCHASERS NAMED HEREIN 67/8% SENIOR NOTES DUE 2029 (January 23rd, 2019)
Lightwave Logic, Inc. – Registration Rights Agreement (January 22nd, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of January 21, 2019, is entered into by and between LIGHTWAVE LOGIC, INC., a Nevada corporation (the Company), and LINCOLN PARK 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 that certain 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).

Exeter Finance Corp – Registration Rights Agreement (January 22nd, 2019)
DiamondPeak Holdings Corp. – Registration Rights Agreement (January 18th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January [_], 2019, is made and entered into by and among DiamondPeak Holdings Corp., a Delaware corporation (the "Company"), DiamondPeak Sponsor 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").

REGISTRATION RIGHTS AGREEMENT by and Between FISERV, INC. And NEW OMAHA HOLDINGS L.P. Dated as of January 16, 2019 (January 18th, 2019)
REGISTRATION RIGHTS AGREEMENT by and Between FISERV, INC. And NEW OMAHA HOLDINGS L.P. Dated as of January 16, 2019 (January 18th, 2019)
Seaspan Corporation – Registration Rights Agreement (January 17th, 2019)
Nivalis Therapeutics, Inc. – Registration Rights Agreement (January 16th, 2019)
Seaspan Corporation – SEASPAN CORPORATION - And THE WASHINGTON ENTITIES SPECIFIED HEREIN REGISTRATION RIGHTS AGREEMENT January 14, 2019 (January 15th, 2019)
Delta Petroleum Corporation – Registration Rights Agreement (January 14th, 2019)
SEACOR Marine Holdings Inc. – Registration Rights Agreement by and Among Seacor Marine Holdings Inc., McCall Properties, Llc and the Members of the Sellers Listed Herein (January 11th, 2019)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of January 9, 2019, by and among SEACOR Marine Holdings Inc., a Delaware corporation (the "Company"), McCall Properties, L.L.C., a Louisiana limited liability company ("McCall Properties") and each of the members of McCall Marine Transportation, L.L.C., a Louisiana limited liability company, N.F. McCall Offshore, L.L.C., a Louisiana limited liability company, and Carlene McCall, L.L.C., a Louisiana limited liability company listed on the signature page hereto (the "Members").

Pivotal Acquisition Corp – Registration Rights Agreement (January 11th, 2019)
Agiliti, Inc. \De – Registration Rights Agreement (January 10th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of January 4, 2019, is made and entered into by and among Agiliti, Inc., a Delaware corporation (the Company), THL Agiliti LLC, a Delaware limited liability company (THL Agiliti), Thomas J. Leonard (the Executive), and the individuals listed as Other Holders on the signature pages hereto (the Other Holders and, together with THL Agiliti, the Executive and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a Holder and collectively the Holders).

Hinkle Jeffrey S. – Registration Rights Agreement (Common Stock) (January 7th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 27, 2018 (this "Agreement"), is made and entered into by and among GWG Holdings, Inc., a Delaware corporation (the "Company") and each of the EXCHANGE TRUSTS set out on Schedule I (together with such additional Exchange Trusts that become a party hereto by joinder prior to the Second Closing (as such term is defined in the Master Exchange Agreement (as defined below)), each a "Seller Trust" and collectively the "Seller Trusts"), and as agreed to and accepted by Murray T. Holland and Jeffrey S. Hinkle as trust advisors to the Seller Trusts (the "Trust Advisors") and any Holder Transferee.

Investview Inc – Registration Rights Agreement (January 7th, 2019)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 29, 2018, by and between Investview Inc., a Nevada 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 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 (January 3rd, 2019)
Endonovo Therapeutics, Inc. – Registration Rights Agreement (January 3rd, 2019)

Registration Rights Agreement (the "Agreement"), dated as of December 31, 2018, by and between ENDONOVO THERAPEUTICS, INC., a corporation organized under the laws of Delaware, USA (the "Company"), and Azure Capital, a Massachusetts Corporation (the "Investor").