Registration Rights Agreement Sample Contracts

Lonestar Resources US Inc. – Registration Rights Agreement (June 21st, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company) and BATTLECAT OIL & GAS, LLC, a Texas limited liability company (the Initial Holder).

Hennessy Capital Acquisition Corp. III – Registration Rights Agreement (June 21st, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Company"), Hennessy Capital Partners III, LLC., a Delaware limited liability company (the "Sponsor"), and the undersigned parties listed under Holders 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").

Lonestar Resources US Inc. – Registration Rights Agreement (June 21st, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company) and SN UR Holdings, LLC, a Delaware limited liability company (the Initial Holder).

Lonestar Resources US Inc. – Registration Rights Agreement (June 21st, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 15, 2017 by and among LONESTAR RESOURCES US INC., a Delaware corporation (the Company), and each of the Persons listed on Schedule 1 hereto (the Initial Holders).

Greater Cannabis Company, Inc. – Registration Rights Agreement (June 20th, 2017)

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of May 25, 2017, by and among The Greater Cannabis Company, Inc., a Florida corporation (the Company), and the investors listed on the Schedule of Purchasers attached hereto (each, a Purchaser and collectively, the Purchasers).

Registration Rights Agreement (June 20th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is dated as of June 20, 2017 by and among Gevo, Inc., a Delaware corporation (the Company), the investors set forth on the signature page hereto (the Holders), and each other party who hereafter executes and delivers a Joinder Agreement (each, a Joining Party, and together with the Holders, the Investor) in the form attached as Exhibit A hereto (a Joinder Agreement) agreeing to be bound by the terms hereof.

Registration Rights Agreement (June 16th, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of June 15, 2017 by and among Argos Therapeutics, Inc., a Delaware corporation (the "Company"), and Pharmstandard International S.A. ("PHS"). Capitalized terms used herein have the respective meanings ascribed thereto in that certain Note Purchase Agreement dated as of the date hereof by and among the Company and PHS (the "Purchase Agreement") unless otherwise defined herein.

Registration Rights Agreement (June 15th, 2017)

Dr Pepper Snapple Group, Inc., a Delaware corporation (the "Issuer"), proposes to issue and sell to the initial purchasers named in the Purchase Agreement (as defined below) (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated June 5, 2017 (the "Purchase Agreement"), $100,000,000 aggregate principal amount of its 3.430% Senior Notes due 2027 (the "2027 Notes") and $300,000,000 aggregate principal amount of its 4.500% Senior Notes due 2045 (the "2045 Notes" and, together with the 2027 Notes, the "Initial Notes") of which $400,000,000 aggregate principal amount of 2027 Notes were originally issued on December 14, 2016 (CUSIP No. 26138E AX7) (the "Existing 2027 Notes") and $250,000,000 aggregate principal amount of 2045 Notes were originally issued on November 9, 2015 (CUSIP No. 26138E AT6) (the "Existing 2045 Notes" and, together with the Existing 2027 Notes, the "Existing Notes"). The Initial Notes will be unconditionally guaranteed by the en

Pandora Media Inc. – REGISTRATION RIGHTS AGREEMENT by and Among PANDORA MEDIA, INC. And EACH OF THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of June 9, 2017 (June 14th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of June 9, 2017, by and among Pandora Media, Inc., a Delaware 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. The Purchasers and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the "Investors" and individually each as an "Investor".

Ranger Energy Services, Inc. – Registration Rights Agreement (June 14th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into as of [*], 2017, by and among Ranger Energy Services, 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 (June 12th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated June 12, 2017 (this Agreement) is entered into by and among Moodys Corporation, a Delaware corporation (the Company) and J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Representatives), as representatives of the initial purchasers listed on Schedule 1 (the Initial Purchasers) to the Purchase Agreement dated as of June 1, 2017 among the Company and the Representatives (the Purchase Agreement).

Adma Biologics, Inc. – Registration Rights Agreement (June 12th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of June 6, 2017, by and among ADMA Biologics, Inc., a Delaware corporation (the "Company"), and Biotest Pharmaceuticals Corporation, a Delaware corporation (the "Investor").

Cytomedix, Inc. New – Registration Rights Agreement (June 12th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [_____], 2017, by and among Nuo Therapeutics, Inc., a Delaware corporation (the "Company"), Deerfield Private Design Fund II, L.P. ("DPDF"), Deerfield Private Design International II, L.P. ("DPDI") and Deerfield Special Situations Fund, L.P. ("DSSF" and, together with DPDF and DPDI, the "Original Investors" and each individually, an "Original Investor").

Altice USA, Inc. – STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT by and Among Altice USA, Inc., the Stockholders Signatories Hereto and the Other Parties Signatories Hereto Dated as of [ ], 2017 (June 12th, 2017)

This STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT (as it may be amended or otherwise modified from time to time in accordance with the terms hereof, this Agreement), dated as of [ ], 2017, is entered into by and among Altice USA, Inc., a Delaware corporation (the Company), Altice (as defined below), the Stockholders identified in Schedule A hereto (as such schedule may be updated, from time to time, by the Board as the Board deems appropriate to reflect changes thereon), and any other stockholder of the Company who becomes a party to this Agreement from time to time pursuant to the terms hereof.

Frontier Group Holdings, Inc. – Registration Rights Agreement by and Between Frontier Group Holdings, Inc. And Indigo Frontier Holdings Company, Llc (June 12th, 2017)

This Registration Rights Agreement (this Agreement) is made as of , 2017, by and among Frontier Group Holdings, Inc., a Delaware corporation (the Company), Indigo Frontier Holdings Company, LLC, a Delaware limited liability company (the Sponsor), and such other persons, if any, that from time to time become parties hereto pursuant to the terms hereof or who join this Agreement pursuant to a Joinder Agreement substantially in the form of Exhibit A (together, with the Sponsor, the Stockholders). This agreement shall become effective immediately prior to the consummation of the Initial Public Offering (such date, the Effective Date). Unless otherwise noted herein, capitalized terms used herein shall have the meanings set forth in Section 5.

Registration Rights Agreement (June 12th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June __, 2017, is by and among MagneGas Corporation, a Delaware corporation with offices located at 11885 44th St. N. Clearwater, FL 33762 (the "Company"), and the undersigned buyers (each, a "Buyer," and collectively, the "Buyers").

Constellation Alpha Capital Corp. – Registration Rights Agreement (June 9th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of June [__], 2017, by and among Constellation Alpha Capital Corp., a British Virgin Islands company (the "Company"), Centripetal, LLC (the "Sponsor Investor"), Cowen Investments LLC (the "Cowen Investor" and, together with the Sponsor Investor, the "Investors", and each individually, an "Investor") and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.

AzurRx BioPharma, Inc. – Registration Rights Agreement (June 9th, 2017)

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

Integral Technologies – Registration Rights Agreement (June 8th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 19, 2017, by and between INTEGRAL TECHNOLOGIES, INC., a Nevada corporation (the "Company"), L2 CAPITAL, LLC, a Kansas limited liability company ("L2"), and SBI INVESTMENTS LLC, 2014-1, a a statutory series of Delaware limited liability company ("SBI") (together with it permitted assigns, L2 and SBI shall collectively be referred to herein as 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 (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

Kbl Merger Corp. Iv – Registration Rights Agreement (June 7th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 1, 2017, is made and entered into by and among KBL Merger Corp. IV, a Delaware corporation (the "Company"), KBL IV Sponsor LLC, a Delaware limited liability company (the "Sponsor"), Ladenburg Thalmann & Co. Inc. ("LT & Co.") and the undersigned parties listed under Holders 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").

TPG Pace Holdings Corp. – Registration Rights Agreement (June 7th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [*], 2017, is made and entered into by and among TPG Pace Holdings Corp., a Cayman Islands exempted company (the Company), and TPG Pace II Sponsor, LLC, a Cayman Islands 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).

Safety, Income & Growth, Inc. – Form of Registration Rights Agreement (June 7th, 2017)

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of [*], 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the Company), and ISTAR INC., a Maryland corporation (together with any of its subsidiaries that owns Registrable Shares from time to time, the Holder).

Registration Rights Agreement (June 7th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated June 6, 2017 (this "Agreement") is entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (the "Company"), the guarantors listed in Schedule 1 hereto (the "Initial Guarantors"), and Citigroup Global Markets Inc. ("Citi"), acting as representative of the initial purchasers listed on Schedule A to the Purchase Agreement, as defined below (each, an "Initial Purchaser" and, collectively, the "Initial Purchasers").

HyperDynamics Corporation – Form of Registration Rights Agreement (June 7th, 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), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the Brokers), and the other person(s) named on the signature pages hereto holding in the aggregate up to 700,000 shares of Common Stock (the Other Holders).

REGISTRATION RIGHTS AGREEMENT Dated as of June 6, 2017 by and Among MERITAGE HOMES CORPORATION as Issuer, the GUARANTORS Named Herein and CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED RBC CAPITAL MARKETS, LLC MIZUHO SECURITIES USA LLC PNC CAPITAL MARKETS LLC REGIONS SECURITIES LLC COMERICA SECURITIES, INC. As Initial Purchasers, 5.125% Senior Notes Due 2027 (June 6th, 2017)

This Registration Rights Agreement (this Agreement) is dated as of June 6, 2017, by and among Meritage Homes Corporation, a Maryland 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 Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc., Mizuho Securities USA LLC, PNC Capital Markets LLC, Regions Securities LLC and Comerica Securities, Inc. (the Initial Purchasers), on the other hand.

Neos Therapeutics, Inc. – Registration Rights Agreement (June 5th, 2017)

REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 1, 2017, by and among Neos Therapeutics, Inc., a Delaware corporation (the Company), Deerfield Private Design Fund III, L.P. (DPDF) and Deerfield Special Situations Fund, L.P. (DSSF and, together with DPDF, the Original Investors and each individually, an Original Investor).

REGISTRATION RIGHTS AGREEMENT STANDARD DIVERSIFIED OPPORTUNITIES INC. Dated as of June 1, 2017 (June 5th, 2017)

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of June 1, 2017 by and among Standard Diversified Opportunities Inc. (f/k/a Special Diversified Opportunities Inc.), a Delaware corporation (the "Company"), Standard General Master Fund L.P., a Cayman Islands limited partnership, P Standard General Ltd., a British Virgin Islands company, and Standard General Focus Fund L.P., a Delaware limited partnership, and any Person who becomes a party hereto pursuant to Section 10(d). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.

Registration Rights Agreement (June 5th, 2017)

This Registration Rights Agreement (this Agreement) is made and entered into this 2nd day of June, 2017, by and among The Sherwin-Williams Company, an Ohio corporation (the Company), and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (collectively, the Dealer Managers).

Bison Capital Acquisition Corp – Registration Rights Agreement (May 31st, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of [*], 2017, by and among Bison Capital Acquisition Corp., a British Virgin Islands company (the "Company"), the undersigned parties listed under Investor on the signature page hereto (each, an "Investor" and collectively, the "Investors").

WideOpenWest, Inc. – Registration Rights Agreement (May 31st, 2017)

REGISTRATION RIGHTS AGREEMENT (the Agreement), dated as of May 24, 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.

Registration Rights Agreement (May 31st, 2017)

This Agreement is made pursuant to the Purchase Agreement, dated May 19, 2017 (the "Purchase Agreement"), by and among the Company, the Guarantors and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Initial Notes, the Company and the Guarantors have 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 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of May 31, 2017, among the Company, the Guarantors and The Bank of New York Mellon, as trustee, relating to the Initial Notes and the Exchange Notes (as amended or supplemented from time to time, the "Indenture").

Digital Power Corporation – Registration Rights Agreement (May 31st, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of [*], by and between Digital Power Corporation (the "Company"), a California corporation, with offices at 49430 Lakeview Boulevard, Fremont, CA 94538, and [*],with an address at [*] (the "Purchaser").

Esquire Financial Holdings, Inc. – Registration Rights Agreement (May 31st, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of December 23, 2014 by and between Esquire Financial Holdings, Inc., a Delaware corporation and parent company of Esquire Bank (the "Company"), and CJA Private Equity Financial Restructuring Master Fund I, LP, a Cayman Islands limited partnership ("Investor"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Investor hereby agree as follows:

Hennessy Capital Acquisition Corp. III – Registration Rights Agreement (May 30th, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [*], 2017, is made and entered into by and among Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Company"), Hennessy Capital Partners III, LLC., a Delaware limited liability company (the "Sponsor"), and the undersigned parties listed under Holders 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").

Alj Regional Holdings Inc – Registration Rights Agreement (May 30th, 2017)

This REGISTRATION RIGHTS AGREEMENT, dated as of May 26, 2017, is by and between ALJ Regional Holdings, a Delaware corporation (the "Parent") and Vertex Business Services LLC, a Delaware limited liability company ("Seller").