Registration Agreement

A registration agreement is a contract between a registrant and accredited registrar that obtains the formal registration of a domain name. Since domain names can only be used by one individual or business at a time, registrants must use the registration agreement to formally reserve their domain name, which prevents others from being able to use it. This is especially important for businesses that rely on brand recognition to thrive.

The purpose of the registration agreement is to formally register a domain name to an individual or company. It also provides adequate documentation to prevent others from using it and can be used in court to compel violators to cease use.

Common Sections in Registration Agreements

Below is a list of common sections included in Registration Agreements. These sections are linked to the below sample agreement for you to explore.

Registration Agreement Sample

UBIQUITI NETWORKS, INC.

THIS REGISTRATION AGREEMENT (this “ Agreement ”) is made and entered into as of March 2, 2010, by and among Ubiquiti Networks, Inc., a California corporation (the “ Company ”), the Persons listed on the Schedule of Investors attached hereto (collectively referred to herein as the “ Investors ” and individually as an “ Investor ”) and the Persons listed on the Schedule of Other Shareholders attached hereto (collectively referred to herein as the “ Other Shareholders ” and individually as an “ Other Shareholder ”). The Company, the Investors and the Other Shareholders are sometimes collectively referred to herein as the “ Parties ” and individually as a “ Party .” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Section 11 .

WHEREAS, the Parties are among the parties to a Stock Purchase and Recapitalization Agreement, dated as of March 2, 2010 (the “ Recapitalization Agreement ”), pursuant to which, among other things, the Investors shall purchase shares of Series A Convertible Preferred Stock of the Company;

WHEREAS, in order to induce the Investors to enter into the Recapitalization Agreement and to consummate the transactions contemplated thereby, the Company has agreed to provide the registration rights set forth in this Agreement; and

WHEREAS, this Agreement is required to be executed and delivered at or prior to the closing of the transactions contemplated by the Recapitalization Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Demand Registrations

1A. Requests for Registration . Subject to the terms and conditions of this Agreement, at any time and from time to time following the earlier of the date on which the Company completes an initial public offering of its Common Stock under the Securities Act (an “ Initial Public Offering ”) and the date five (5) years after the date hereof, the holders of a majority of the Investor Registrable Securities then outstanding may (i) request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-1 or any similar long-form registration (“ Long-Form Registrations ”) in accordance with Section 1B or (ii) if available, request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-3 (including a Shelf Registration (as defined below)) or any similar short-form registration (“ Short-Form Registrations ”) in accordance with Section 1C . All registrations requested pursuant to this Section 1A by the holders of Registrable Securities are referred to herein as “ Demand Registrations .” Each request for a Demand Registration shall specify the approximate number of Investor Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of distribution. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms of Section 1D , shall include in such registration (and in all related registrations and qualifications under state blue sky laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the receipt of the Company’s notice.

1B. Long-Form Registrations . The holders of a majority of the Investor Registrable Securities then outstanding shall be entitled to two (2) Long-Form Registrations; provided that the aggregate

offering value of the Investor Registrable Securities requested to be registered in any Long-Form Registration must be at least $25,000,000. The Company shall pay all Registration Expenses with respect to Long-Form Registrations. A registration shall not count against the total number of Long-Form Registrations provided for in this Section 1B until it has become effective and, in the case of the final Long-Form Registration provided for in this Section 1B , unless the holders of Investor Registrable Securities are able to register and sell at least eighty percent (80%) of the Investor Registrable Securities requested to be included in such registration; provided that the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration counts against the total number of Long-Form Registrations provided for in this Section 1B ; provided , however , that the Company shall not be required to pay for any Registration Expenses of any Long-Form Registrations if (i) the registration request is subsequently withdrawn at the request of the holders of a majority of the Investor Registrable Securities to be registered for reasons other than an adverse change in financial market conditions affecting the offering or any information relating to the Company or its Subsidiaries or (ii) the minimum offering conditions set forth in this Section 1B are no longer satisfied because of the number of holders of Registrable Securities who have withdrawn from the offering, in each case unless the holders of a majority of the Investor Registrable Securities agree that such withdrawn registration request nonetheless counts against the total number of Long-Form Registrations provided for in this Section 1B ; provided further , that, if the holders of a majority of the Investor Registrable Securities do not agree that such withdrawn registration request nonetheless counts against the total number of Long-Form Registrations provided for in this Section 1B , then all holders that have requested to have Registrable Securities included in such registration will pay all Registration Expenses incurred in connection therewith, pro rata based on the number of Registrable Securities requested by such holders to be included in such registration. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Registrable Securities initially requesting registration.

1C. Short-Form Registrations . In addition to the Long-Form Registrations provided pursuant to Section 1B , the holders of a majority of the Investor Registrable Securities then outstanding shall be entitled to an unlimited number of Short-Form Registrations in which the Company shall pay all Registration Expenses; provided that the (i) aggregate offering value of the Investor Registrable Securities requested to be registered in any Short-Form Registration must be at least $5,000,000 and (ii) the Company shall not be required to effect more than two (2) Demand Registrations in any twelve (12) month period. The Company shall pay all Registration Expenses in connection with any registration initiated as a Short-Form Registration whether or not it has become effective and whether or not such registration counts against the number of Short-Form Registrations in any twelve (12) month period provided for in this Section 1C ; provided , however , that the Company shall not be required to pay for any Registration Expenses of any Short-Form Registrations if (i) the registration request is subsequently withdrawn at the request of the holders of a majority of the Investor Registrable Securities to be registered for reasons other than an adverse change in financial market conditions affecting the offering or any information relating to the Company or its Subsidiaries or (ii) the minimum offering conditions set forth in this Section 1C are no longer satisfied because of the number of holders of Registrable Securities who have withdrawn, in each case unless the holders of a majority of the Investor Registrable Securities agree that such withdrawn registration request nonetheless counts against the number of Short-Form Registrations in any twelve (12) month period provided for in this Section 1C ; provided further , that, if the holders of a majority of the Investor Registrable Securities do not agree that such withdrawn registration request nonetheless counts against such number of Short-Form Registrations provided for in this Section 1C , then all holders that have requested to have Registrable Securities included in such registration will pay all Registration Expenses incurred in connection therewith, pro rata based on the number of Registrable Securities requested by such holders to be included in such registration. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form and if the managing underwriters (if any) agree to use a Short-Form Registration. After the

Company has become subject to the reporting requirements of the Exchange Act, the Company shall use commercially reasonable efforts to make Short-Form Registrations available for the sale of Registrable Securities. If the holders of a majority of the Investor Registrable Securities initially requesting a Short-Form Registration request that such registration be filed pursuant to Rule 415 (a “ Shelf Registration ”), and if the Company is qualified to do so, then the Company shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “ Commission ”) one or more registration statements on such form that is available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Investor Registrable Securities initially requesting registration.

1D. Priority on Demand Registrations . The Company shall not include in any Demand Registration that is an underwritten offering any securities that are held by an employee of the Company or any of its Subsidiaries or any Person controlled by any such employee without the prior written consent of the managing underwriters and shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities included in such registration. If a Demand Registration is an underwritten offering, and if the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Investor Registrable Securities initially requesting such Demand Registration, then the Company shall include in such registration only that number of securities which in the opinion of such underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering within such price range, with priority for inclusion to be determined as follows: (i) first , the Investor Registrable Securities requested to be included in such registration, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, (ii) second , the number of Other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Other Registrable Securities owned by each such holder, and (iii) third , any other securities requested to be included in such registration, the inclusion of which the holders of a majority of the Investor Registrable Securities to be included in such registration have consented to in writing, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

1E. Restrictions on Demand Registrations . The Company shall not be obligated to effect any Demand Registration sixty (60) days prior to the Company’s good faith estimate of the filing date of a registration statement on Form S-1 for its Initial Public Offering or within one hundred eighty (180) days after the effective date of the Company’s Initial Public Offering, or within one hundred eighty (180) days after the effective date of a previous Long-Form Registration. The Company may postpone for up to one hundred twenty (120) days the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s board of directors reasonably determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any material financing, sale, acquisition of assets (other than in the ordinary course of business) or securities, or any material recapitalization, merger, consolidation, tender offer, reorganization or similar material transaction; provided that in such event, the holders of Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request; provided further that, if a request for a

Long-Form Registration is so withdrawn, such Demand Registration shall not count against the total number of Long-Form Registrations provided for in Section 1B , and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any consecutive twelve (12) month period.

1F. Selection of Underwriters . The Company shall have the right to select the investment banker(s) and manager(s) to administer the Company’s Initial Public Offering; provided that such selection is approved by the Company’s board of directors (including at least one Investor Director). If any Demand Registration (other than the Company’s Initial Public Offering) is an underwritten offering, then the Company shall have the right to select the investment banker(s) and manager(s) to administer such offering, subject to the approval of the holders of a majority of the Investor Registrable Securities initially requesting such Demand Registration, which shall not be unreasonably withheld, conditioned or delayed.

1G. Other Registration Rights . The Company represents and warrants that neither it nor any of its Subsidiaries is a party to, or otherwise bound by, any other agreement granting registration rights to any other Person with respect to any securities of the Company or any of its Subsidiaries. Except as provided to the holders of Registrable Securities in this Agreement, the Company shall not grant to any Persons the right to request the Company to register any equity securities of the Company, or any securities, options or rights convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority of the Investor Registrable Securities then outstanding; provided that the Company may grant rights to participate in any Piggyback Registrations so long as such rights are subordinate in priority to the rights of the holders of Registrable Securities with respect to Piggyback Registrations, as provided in Section 2C and Section 2D , and not otherwise inconsistent with the terms and conditions hereof.

Section 2. Piggyback Registrations .

2A. Right to Piggyback . Whenever the Company proposes to register any of its securities for sale for cash under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-8 or any successor form) and the registration form to be used may be used for the registration of Registrable Securities (a “ Piggyback Registration ”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Section 2C and Section 2D , shall include in such registration (and in all related registrations or qualifications under blue sky laws and in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the receipt of the Company’s notice; provided that the Company shall not include in any Piggyback Registration that is an underwritten offering any securities that are held by an employee of the Company or any of its Subsidiaries or any Person controlled by any such employee without the prior written consent of the managing underwriters.

2B. Piggyback Expenses . The Registration Expenses of the holders of Registrable Securities shall be paid by the Company in all Piggyback Registrations, whether or not any such registration has become effective.

2C. Priority on Primary Piggyback Registrations . If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall include in such registration only that number of securities which in

the opinion of the underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering at such price and with such timing or method of distribution, with priority for inclusion to be determined as follows: (i) first , the securities the Company proposes to sell, (ii) second , any Investor Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Investor Registrable Securities owned by each such holder, (iii) third , any Other Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Other Registrable Securities owned by each such holder, and (iii) fourth , any other securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

2D. Priority on Secondary Piggyback Registration . If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities other than holders of Registrable Securities, and if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number of securities which can be sold in an orderly manner in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then the Company shall include in such registration only that number of securities which in the opinion of the underwriters can be sold in an orderly manner in such offering without adversely affecting the marketability of the offering at such price and with such timing or method of distribution, with the priority for inclusion to be determined as follows: (i) first , the Investor Registrable Securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of Registrable Securities owned by each such holder, and (ii) second , any Other Registrable Securities and any other securities requested to be included in such registration, which in the opinion of such underwriters can be sold in an orderly manner without such adverse effect, pro rata among the respective holders thereof on the basis of the number of such securities owned by each such holder.

2E. Selection of Underwriters . If any Piggyback Registration is an underwritten offering, then the selection of investment banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Investor Registrable Securities requested to be included in such Piggyback Registration and the holders of a majority of the Other Registrable Securities requested to be included in such Piggyback Registration, such approval not to be unreasonably withheld, conditioned or delayed.

Section 3. Holdback Agreements .

3A. No holder of Registrable Securities shall (i) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144), directly or indirectly, any equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities (including equity securities of the Company that may be deemed to be owned beneficially by such holder in accordance with the rules and regulations of the Commission) (collectively, “ Securities ”), (ii) enter into a transaction which would have the same effect as described in clause (i) above, (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Securities, whether such transaction is to be settled by delivery of such Securities, in cash or otherwise (each of (i), (ii) and (iii) above, a “ Sale Transaction ”), or (iv) publicly disclose the intention to enter into any Sale Transaction, in any such case during the seven (7) days prior to and the one hundred eighty (180) day period beginning on the effective date of the Company’s Initial Public Offering (the “ IPO Holdback Period ”), except as part of such Initial Public Offering, unless the

underwriters managing the Initial Public Offering otherwise agree in writing. In connection with all underwritten Demand Registrations and underwritten Piggyback Registrations other than the Company’s Initial Public Offering, if the holders of Investor Registrable Securities execute a lock-up agreement providing for comparable restrictions (it being understood the holders of Investor Registrable Securities shall have no obligation to do so), then no holder of Other Registrable Securities shall effect any Sale Transaction during the seven (7) days prior to and the ninety (90) day period beginning on the effective date of such underwritten registration (the “ Following Holdback Period ”), except as part of such underwritten registration, unless the underwriters managing such registered public offering otherwise agree in writing. If requested by the managing underwriters, then each holder of Registrable Securities agrees to execute customary lock-up agreements consistent with the applicable foregoing obligations with the managing underwriter(s) of an underwritten offering with a duration not to exceed the IPO Holdback Period or the Following Holdback Period, as applicable. Notwithstanding the foregoing, this Section 3A shall not be applicable to or otherwise be binding on the holders of Investor Registrable Securities unless the Company complies with its obligations under Section 3B in connection with any such offering. If (X) the Company issues an earnings release or discloses other material information or a material event relating to the Company occurs during the last seventeen (17) days of the IPO Holdback Period or any Following Holdback Period (as applicable) or (Y) prior to the expiration of the IPO Holdback Period or a Following Holdback Period (as applicable), the Company announces that it will release earnings results during the sixteen (16) day period beginning upon the expiration of such period, then to the extent necessary for a managing or co-managing underwriter of a registered offering required hereunder to comply with FINRA Rule 2711(f)(4) (or any successor thereto) the IPO Holdback Period or a Following Holdback Period (as applicable) will be extended until eighteen (18) days after the earnings release or disclosure of other material information or the occurrence of the material event, as the case may be (a “ Holdback Extension ”). The Company may impose stop-transfer instructions with respect to the shares of its common stock (or other securities) subject to the foregoing restriction during any IPO Holdback Period, any Following Holdback Period or any period of Holdback Extension.

3B. The Company (i) shall not file any registration statement for any public sale or distribution of its Securities, or cause any such registration statement to become effective, or effect any Sale Transaction, during the IPO Holdback Period, any Following Holdback Period or any period of Holdback Extension (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), and (ii) shall cause each of its executive officers and directors (other than the Investor Directors) and holders (other than the holders of Registrable Securities) of at least 2% (on a fully-diluted basis) of its Common Stock, or any securities convertible into or exchangeable or exercisable for or having residual economic rights comparable to its Common Stock (other than holders that purchased shares solely in a registered public offering or in the public markets), to agree not to effect any Sale Transaction during such periods (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree in writing.

3C. If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or Section 2 , and if such previous registration has not been withdrawn or abandoned, then the Company shall not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least ninety (90) days has elapsed from the effective date of such previous registration.

Section 4. Registration Procedures . Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities hereunder in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as reasonably possible: