Registration Rights Agreement Sample Contracts

Silgan Holdings, Inc. – Registration Rights Agreement (February 17th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (the Agreement) is made and entered into on February 13, 2017, among SILGAN HOLDINGS INC., a Delaware corporation (the Company), and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MERRILL LYNCH INTERNATIONAL, WELLS FARGO SECURITIES, LLC, WELLS FARGO SECURITIES INTERNATIONAL LIMITED, GOLDMAN, SACHS & CO., HSBC SECURITIES (USA) INC., MIZUHO SECURITIES USA INC., MIZUHO INTERNATIONAL PLC, RABO SECURITIES USA, INC., COOPERATIEVE RABOBANK U.A., SCOTIA CAPITAL (USA) INC., SCOTIABANK EUROPE PLC, SMBC NIKKO SECURITIES AMERICA, INC., SMBC NIKKO CAPITAL MARKETS LIMITED, SUNTRUST ROBINSON HUMPHREY, INC., TD SECURITIES (USA) LLC, MUFG SECURITIES AMERICAS INC., MUFG SECURITIES EMEA PLC, BMO CAPITAL MARKETS CORP., CIBC WORLD MARKETS CORP., PNC CAPITAL MARKETS LLC, RB INTERNATIONAL MARKETS (USA) LLC and RAIFFEISEN BANK INTERNATIONAL AG (the Initial Purchasers).

iFresh Inc – Registration Rights Agreement (February 16th, 2017)

This Registration Rights Agreement (the "Agreement") is made as of February 10, 2017 by and among iFresh Inc., Delaware corporation (including any successor in interest of the Company or other entity that issues Registrable Securities (as defined herein) the "Company"), and the persons listed on Schedule A attached hereto (each an "Investor," and collectively, the "Investors").

Hamilton Lane INC – Registration Rights Agreement by and Among Hamilton Lane Incorporated and Certain Stockholders Dated as of [ ], 2017 (February 16th, 2017)

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the "Agreement"), dated as of [ ], 2017, is made by and among:

RAM Energy Resources, Inc. – Halcon Resources Corporation 6.75% Senior Notes Due 2025 Registration Rights Agreement (February 16th, 2017)
Smart Server, Inc – Registration Rights Agreement (February 15th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 8, 2017 (the "Effective Date"), is by and among Smart Server, Inc., a Nevada corporation (the "Company"), NextGen Dealer Solutions, LLC, a Delaware limited liability company (the "Stockholder"), and Kartik Kakarala, as the representative of the Stockholder (the "Representative"). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Asset Purchase Agreement, dated as of January 8, 2017, by and among the parties hereto, Halcyon Consulting, LLC and Srinivas Kakarala (the "Purchase Agreement").

Registration Rights Agreement (February 15th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of February 13, 2017, between RiceBran Technologies, a California corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

Discovery Laboratories, Inc. – Registration Rights Agreement (February 15th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 13, 2017, by and among Windtree Therapeutics, Inc., a Delaware corporation, with headquarters located at 2600 Kelly Road, Suite 100, Warrington, PA 18976 (the "Company"), and the persons listed on Schedule I attached hereto, (each a "Buyer" and collectively the "Buyers").

Registration Rights Agreement (February 15th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of February 13, 2017, between RiceBran Technologies, a California corporation (the "Company"), and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").

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

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [_____], 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").

Medovex – Registration Rights Agreement (February 14th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of the date set forth on the signature page hereto, is made by and between Medovex Corporation, a Nevada corporation (the "Company"), and the undersigned investor (the "Investor").

Bthc X Inc – Registration Rights Agreement (February 14th, 2017)

This Registration Rights Agreement (the "Agreement") is made as of February 13, 2017 by and among BTHC X, Inc. (including any successor in interest of the Company or other entity that issues Registrable Securities (as defined herein), the "Company"), and the persons signatory hereto (each an "Investor," and collectively, the "Investors").

Adgero Biopharmaceuticals Holdings, Inc. – Registration Rights Agreement (February 14th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into effective as of April 8, 2016 (the "Effective Date") between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the "Company"), and the persons who have executed the signature page(s) hereto (each, a "Purchaser" and collectively, the "Purchasers").

Ramaco Resources, Inc. – Registration Rights Agreement (February 14th, 2017)

This Registration Rights Agreement (this Agreement), dated as of February 8, 2017, is entered into by and among Ramaco Resources, 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).

NightFood Holdings, Inc. – Registration Rights Agreement (February 13th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 8, 2017, by and between NIGHTFOOD HOLDINGS, INC., a Nevada corporation (the "Company"), and BLACK FOREST CAPITAL, LLC, a Wyoming 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 equity purchase agreement by and between the parties hereto, dated as of the date hereof (the "Purchase Agreement").

Monster Digital, Inc. – Registration Rights Agreement (February 13th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of November 10, 2016, among Monster Digital, Inc. (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 Subscription Agreements (as defined below).

Globus Maritime Limited – Registration Rights Agreement (February 9th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of February 9, 2017 among Globus Maritime Limited, a Marshall Islands corporation (the "Company"), and the persons set forth on Schedule A to this Agreement (each, an "Investor").

Registration Rights Agreement (February 9th, 2017)

This Agreement is made pursuant to the Purchase Agreement, dated as of November 15, 2016, by and among the Issuer, the Guarantor and the Initial Purchasers (the "Purchase Agreement"), which provides for, among other things, the sale by the Issuer to the Initial Purchasers of (i) an aggregate of $450,000,000 principal amount of the Issuer's 3.375% Senior Notes due 2026 (the "3.375% Senior Notes") and (ii) an aggregate of $400,000,000 principal amount of the Issuer's 4.750% Senior Notes due 2046 (the "4.750% Senior Notes" and together with the 3.700% Senior Notes, the "Securities"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

Helios & Matheson North America Inc. – Registration Rights Agreement (February 7th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February __, 2017, is by and among Helios and Matheson Analytics Inc., a Delaware corporation with offices located at Empire State Building, 350 5th Avenue, New York, New York 10118 (the "Company"), and the undersigned buyers (each, a "Buyer," and collectively, the "Buyers").

Jagged Peak Energy Inc. – Registration Rights Agreement (February 7th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of February 1, 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).

Registration Rights Agreement (February 7th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 6, 2017 (the "Effective Date"), by and between Inuvo, Inc., a Nevada corporation (the "Company"), and NetSeer, Inc., a Delaware corporation (the "Seller"). Capitalized terms used by not defined herein have the meaning set forth in the Purchase Agreement (defined below).

Registration Rights Agreement (February 7th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 2017 (this "Agreement"), by and between Pershing Square Capital Management, L.P. ("Pershing Square"), as investment advisor of the funds it advises (such funds, together with Pershing Square in such capacity, collectively, the "Pershing Square Group"), and Chipotle Mexican Grill, Inc. a Delaware corporation (the "Company").

Clipper Realty Inc. – Amendment No. 3 to Registration Rights Agreement (February 7th, 2017)

THIS amendment no. 3 TO REGISTRATION RIGHTS agreement (this "Amendment"), dated as of February 2, 2017, is entered into by Clipper Realty Inc., a Maryland corporation (together with any successor entity thereto, the "Company"), and FBR Capital Markets & Co., a Delaware corporation ("FBR") for the benefit of FBR, the purchasers (the "Participants") of the Company's common stock, $0.01 par value per share (the "Common Stock"), in the private offering by the Company of shares of Common Stock on August 3, 2015, and the direct and subsequent transferees of such shares of Common Stock of FBR and each of the Participants.

Victory Energy Corp – Registration Rights Agreement (February 7th, 2017)

REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 2017, between VICTORY ENERGY CORPORATION, a Nevada corporation (the "Company") and VISIONARY PRIVATE EQUITY GROUP I, LP (the "Investor"). Capitalized terms used, but not otherwise defined, in this Agreement have the meanings ascribed to such terms in the Securities Purchase Agreement, dated on or about the date hereof (the "Securities Purchase Agreement"), between the parties hereto.

Invitation Homes Inc. – REGISTRATION RIGHTS AGREEMENT by and Among INVITATION HOMES INC. And the Other Parties Hereto Dated as of January 31, 2017 (February 6th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (the Agreement) is dated as of January 31, 2017 and is by and among Invitation Homes Inc. (the Company) and the Holders (as defined below) from time to time party hereto.

Registration Rights Agreement (February 6th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 3, 2017, is by and among Community Bank System, Inc., a Delaware corporation (the "Company"), and the entities and individuals designated on Schedule 1 hereto (each of which is herein referred to as an "Investor," and together, the "Investors").

Registration Rights Agreement (February 3rd, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of February 3, 2017, by and among Mercer International Inc., a Washington corporation (the Company), and Credit Suisse Securities (USA) LLC, as representative of the several initial purchasers (collectively, the Initial Purchasers), each of which has agreed to purchase the Companys 6.500% Senior Notes due 2024 (the Initial Notes) on the Closing Date (as defined below), pursuant to the Purchase Agreement (as defined below).

CSRA Inc. – Amendment No. 1 to Registration Rights Agreement (February 3rd, 2017)

This Amendment No. 1, dated as of February 3, 2017 (this "Amendment"), amends the Registration Rights Agreement, dated as of November 30, 2015 (the "Registration Rights Agreement"), by and among CSRA Inc. (the "Company"), Dr. Ernst Volgenau, EVSH LLC, Providence Equity Partners VI LP, Providence Equity Partners VI-A LP (together with Providence Equity Partners VI LP, "Providence") and the other persons party thereto. Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Registration Rights Agreement.

Brooklyn Cheesecake & Dessrt – Registration Rights Agreement (February 3rd, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of January 30, 2017, by and between Meridian Waste Solutions, Inc., a New York corporation (the "Company") and Goldman, Sachs & Co., a New York limited partnership (the "Purchaser").

Registration Rights Agreement (February 3rd, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 2, 2017, by and between Imation Corp., a Delaware corporation with offices located at 1099 Helmo Avenue N, Suite 250, Oakdale, Minnesota 55128 (the "Company"), and Madison Avenue Capital Holdings, Inc., a Delaware corporation (the "Designee").

Registration Rights Agreement (February 3rd, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated as of January 31, 2017 (this Agreement), is made among TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (the Company), and the persons set forth on Schedule I hereto (collectively, the Shareholders or individually a Shareholder).

CSRA Inc. – Amendment No. 2 to Registration Rights Agreement (February 3rd, 2017)

This Amendment No. 2, dated as of February 3, 2017 (this "Amendment"), amends the Registration Rights Agreement, dated as of November 30, 2015 (as amended by Amendment No. 1, dated as of February 3, 2017, by and among the Company and Providence, the "Registration Rights Agreement"), by and among CSRA Inc. (the "Company"), Dr. Ernst Volgenau, EVSH LLC, Providence Equity Partners VI LP, Providence Equity Partners VI-A LP (together with Providence Equity Partners VI LP, "Providence") and the other persons party thereto. Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Registration Rights Agreement.

seagate – Registration Rights Agreement (February 3rd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into this 3rd day of February, 2017 among Seagate HDD Cayman, an exempted limited liability company incorporated under the laws of the Cayman Islands (the Company), Seagate Technology plc, a public limited company incorporated under the laws of Ireland (the Parent), and Morgan Stanley & Co. LLC, as representative (the Representative) of the initial purchasers (collectively, the Initial Purchasers) named in Schedule I to the Purchase Agreement, dated January 31, 2017, among the Company, the Parent and the Representative (the Purchase Agreement).

Oncobiologics, Inc. – Registration Rights Agreement (February 3rd, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of February 3, 2017, by and among Oncobiologics, Inc., a Delaware corporation (the "Company"), and the Investors (as defined below) party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed thereto in that certain Note and Warrant Purchase Agreement, dated as of December 22, 2016, by and among the Company and the Purchasers named therein (the "Purchase Agreement").

Farmland Partners Inc. – Registration Rights Agreement by and Among Farmland Partners Inc. And the Holders Named Herein Dated: February 2, 2017 (February 3rd, 2017)

This Registration Rights Agreement (this Agreement) is entered into as of February 2, 2017 by and among Farmland Partners Inc., a Maryland corporation (the Company), and each of the holders (collectively, the Holders and each individually, a Holder) of common units of limited partnership interest in Farmland Partners Operating Partnership, LP, a Delaware limited partnership (FPI OP), as set forth on Exhibit A hereto.

seagate – Registration Rights Agreement (February 3rd, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into this 3rd day of February, 2017 among Seagate HDD Cayman, an exempted limited liability company incorporated under the laws of the Cayman Islands (the Company), Seagate Technology plc, a public limited company incorporated under the laws of Ireland (the Parent), and Morgan Stanley & Co. LLC, as representative (the Representative) of the initial purchasers (collectively, the Initial Purchasers) named in Schedule I to the Purchase Agreement, dated January 31, 2017, among the Company, the Parent and the Representative (the Purchase Agreement).