Registration Rights Agreement

Summary

This template registration rights agreement may be used in an offering of securities to investors exempt from registration under the Securities Act of 1933, as amended (Securities Act). The company agrees to register the securities under the Securities Act to allow the investors to sell the shares publicly without restriction. This template includes practical guidance and drafting notes. Securities obtained by the investors in an offering exempt from registration under Section 4(a)(2) of the Securities Act (15 U.S.C. § 77d) or subject to the resale limitations of Rule 502(d) of Regulation D thereunder (17 C.F.R. § 230.502(d)) (generally, a private placement) are restricted securities and cannot be freely resold to the public unless registered under the Act or sold pursuant to an exemption from registration. Investors who desire to sell their shares in a subsequent public offering will often request registration rights to ensure liquidity for their investment. A registration rights agreement will provide the terms and conditions of the company's obligation to register the securities, as well as the rights and obligations of the investors. The registration rights agreement is typically delivered at the closing of the unregistered offering. 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 private placements, see Top 10 Practice Tips: Private Placements, Private Placements Resource Kit, Private Placement Memorandum Drafting, and Private Placement Process. For a discussion of registration rights, see Registration Rights in Securities Offerings.