1.5 “Excluded Registration” means (i) registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, share purchase or similar plan; (ii) registration on Form F-4 or F-8 or any similar or subsequent registration form under the Securities Act subsequently adopted by the SEC; or (iii) a registration where the only common shares to be registered are common shares that may be issued upon conversion of debt securities that are also listed. Registration fees take the form of “piggyback” or “application”. Piggyback rights allow investors to include their shares in a registration that is currently in the planning phase of the company. Piggyback rights are generally not a problem for a company. Application fees are the type of registration fees described in the previous sections, and these can be controversial for the reasons discussed. Unless there are clear and compelling reasons to initiate an IPO process, founders and major players will refuse to exercise their application rights. A Form 1.6 “Form F-1” means such a Form (or, if applicable, a Form S-1 or other similar form) under the Securities Act, as amended as of the date hereof, or a subsequent registration form under the Securities Act subsequently adopted by the SEC. The Registration Rights Agreement (RRA) is the key document that governs the terms of restricted securities held by early investors in a company and their rights after the IPO. Some of RRA`s most negotiated terms include the timing of on-demand registration fees, the scope of the Corporation`s right to delay registration of the application, and the minimum amount of securities offering required to exercise a right of application. John Benemerito is the founder and managing partner of Benemerito Attorneys at Law. John is licensed in New York and New Jersey and represents small business owners and start-ups in the areas of business and securities law. John received his bachelor`s degree from John Jay College of Criminal Justice, where he studied criminal justice.
He then attended New York Law School, where he focused on corporate and securities law. John comes from a family of entrepreneurs. For as long as he can remember, he has always been involved in his family`s many businesses. At the age of fifteen, John started a new business with his father and managed to grow and maintain that business in high school, college and law school. John is currently co-founder of more than five different companies. After law school, John decided he wanted to help people like him. He opened his own law firm and started working primarily with small business owners until he was introduced to the startup world. Since that time, John has worked with hundreds of startups and thousands of entrepreneurs from diverse backgrounds to help them achieve their goals. John has been an entrepreneur all his life and knows what it takes to build and maintain a successful business. He enjoys sitting down and working with his clients to understand each of their unique challenges. A registration fee agreement is a legal document that gives a shareholder of a restricted stock the right to require a company to facilitate the resale of shares, which may mean public registration on the open market.
