Registration Rights Agreement
(PIPE Offering)

Summary

This template Registration Rights Agreement may be used in connection with the registration with the Securities and Exchange Commission of the resale of the shares of common stock sold in, or underlying the securities sold in a PIPE transaction. This agreement is designed to be between the issuer and each of the purchasers of the securities. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. Under this registration rights agreement, the issuer agrees to file a registration statement covering the resale of the securities within a certain time period and to have such registration statement declared effective within a certain time period. This agreement, among other things, provides that the issuer will be liable for damages to the purchasers if it does not file and obtain effectiveness of the registration statement within certain defined time periods. Annex B to the agreement includes a template of selling stockholder notice and questionnaire. For a full listing of related private equity and ancillary agreements in M&A transactions content, see Private Equity Transactions Resource Kit and Ancillary Agreements in M&A Transactions Resource Kit. For a discussion of PIPE transactions, see PIPE Transactions. For additional documents used in PIPE transactions, see Purchase Agreement (PIPE Offering), Legal Opinion (PIPE Offering) (Issuer's Counsel), Secretary’s Certificate (PIPE Offering), Officer's Certificate (PIPE Offering), and Common Stock Warrant (PIPE Offering). For a sample closing checklist for PIPE transactions, see Closing Checklist (PIPE Offering).