Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (hereinafter referred to as the 'Agreement') is made and entered into as of {{date}}
BY AND BETWEEN:
{{company_name}}, a private company duly incorporated under the laws of {{jurisdiction}}, with its principal place of business at {{company_address}} (hereinafter referred to as the 'Company');
AND
The investors listed in Schedule A hereto (hereinafter collectively referred to as the 'Investors').
WHEREAS, the Company and the Investors are parties to a Share Subscription Agreement dated {{subscription_agreement_date}} (the 'Subscription Agreement'), pursuant to which the Investors have acquired shares in the Company;
WHEREAS, in connection with the Subscription Agreement, the Company has agreed to grant the Investors certain rights with respect to the registration of their shares under applicable securities laws;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions
1.1 'Act' means the Companies Act, {{act_year}} (or equivalent legislation in {{jurisdiction}}).
1.2 'Registrable Securities' means (i) the ordinary shares of the Company held by the Investors, and (ii) any other equity securities of the Company issued or issuable with respect to such shares by way of share split, dividend, recapitalization, or similar event.
1.3 'Registration' means a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.
2. Demand Registration
2.1 Request for Registration: Subject to the terms and conditions of this Section 2, if at any time after {{demand_registration_start_date}}, the Investors holding at least {{demand_percentage}}% of the Registrable Securities (the 'Initiating Holders') request that the Company effect a registration of their Registrable Securities, the Company shall, as soon as practicable, use its best efforts to effect such registration.
2.2 Limitations: The Company shall not be obligated to effect more than {{max_demand_registrations}} demand registrations. The Company may postpone the filing of a registration statement for up to {{postponement_days}} days if the Company reasonably believes that such registration would materially interfere with any material corporate transaction or financing.
3. Piggyback Registration
3.1 Right to Piggyback: If the Company proposes to register any of its equity securities under the Act (other than a demand registration under Section 2 or certain other excluded registrations), the Company shall give written notice of its intention to all holders of Registrable Securities at least {{notice_days}} days prior to the anticipated filing date of the registration statement.
3.2 Inclusion of Registrable Securities: Upon the written request of any holder of Registrable Securities within {{request_days}} days after delivery of the Company's notice, the Company shall include in such registration statement all Registrable Securities that such holder requested to be registered.
4. Registration Expenses
4.1 All expenses (other than underwriting discounts and selling commissions) incurred in connection with registrations, filings, or qualifications pursuant to this Agreement shall be borne by the Company.
4.2 Underwriting discounts and selling commissions applicable to Registrable Securities shall be borne by the holders of such Registrable Securities pro rata in accordance with the number of Registrable Securities sold by each such holder.
5. Indemnification
5.1 The Company agrees to indemnify and hold harmless each Investor and its affiliates from and against any losses, claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus, or other document related to the registration of Registrable Securities.
6. Miscellaneous
6.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}.
6.2 Amendments: This Agreement may not be amended or modified except by an instrument in writing signed by the Company and the holders of at least {{amendment_consent_percentage}}% of the Registrable Securities.
6.3 Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by reputable overnight courier, or sent by email with confirmation of receipt, to the addresses set forth in this Agreement or as otherwise designated by either party.
Schedule A: List of Investors
Investor Name: {{investor_name_1}}, Address: {{investor_address_1}}, Number of Shares: {{shares_1}}
Investor Name: {{investor_name_2}}, Address: {{investor_address_2}}, Number of Shares: {{shares_2}}
(Add more investors as needed)
Signature Block
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.
FOR THE COMPANY:
___________________________
By: {{company_signatory_name}}
Title: {{company_signatory_title}}
FOR THE INVESTORS:
___________________________
By: {{investor_signatory_name_1}}
Title: {{investor_signatory_title_1}}
___________________________
By: {{investor_signatory_name_2}}
Title: {{investor_signatory_title_2}}
(Add more investor signature blocks as needed)
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