The Orange California Registration Rights Agreement is a legal document that governs the registration rights associated with the purchase of convertible subordinated debentures in Orange, California. This agreement ensures that investors who hold these debentures have the right to require the issuer to register their securities with the appropriate regulatory authorities. Convertible subordinated debentures are a type of debt instrument that can be converted into a specified number of shares of common stock at the option of the debenture holder. These debentures are generally subordinated to other debt securities of the issuer, meaning their claims on assets in the event of a liquidation or bankruptcy are lower in priority. The Registration Rights Agreement is designed to protect the interests of debenture holders by allowing them to request the registration of their securities with regulatory bodies such as the Securities and Exchange Commission (SEC). This registration process enables the debenture holders to freely trade their securities in the public market, providing them with liquidity. Key provisions detailed in the Orange California Registration Rights Agreement may include: 1. Demand Registration: This provision entitles the debenture holders to request the issuer to register the resale of their securities when certain conditions are met. The agreement sets out the specific requirements and procedures for making a demand, including the minimum number of debentures that need to be eligible for registration. 2. Shelf Registration: This provision allows the issuer to register the debentures for resale on a delayed or continuous basis. Debenture holders can then sell their securities at their discretion within a specific time frame without requiring additional registration requests. 3. Piggyback Registration: In the event that the issuer initiates a registration statement for its securities, the debenture holders have the right to include their securities in the registration. This provision enables them to register their securities along with the primary shares being offered by the issuer, saving time and costs associated with separate filings. 4. Lock-Up Agreements: In some cases, the Registration Rights Agreement may include lock-up provisions that restrict the debenture holders from selling their registered securities for a specified period after the registration statement becomes effective. This provision helps prevent a sudden influx of securities into the market, which could potentially depress the stock price. It is worth noting that the Orange California Registration Rights Agreement can vary in terms and conditions depending on the specific provisions negotiated between the parties involved. Different types of registration rights agreements may exist, such as single holder agreements that cater to a specific debenture holder, or multiple holder agreements that apply to a group of debenture holders collectively. Overall, the Orange California Registration Rights Agreement provides debenture holders with the necessary mechanisms to register and freely trade their convertible subordinated debentures, ensuring a fair and liquid market for these securities in compliance with applicable regulations.