Guam Registration Rights Agreement is a legal document that establishes the rights and obligations between the issuer and holders of convertible subordinated debentures. This agreement governs the registration of these securities with the United States Securities and Exchange Commission (SEC) and outlines the terms and conditions for the registration process. Under the Guam Registration Rights Agreement, the issuer of the convertible subordinated debentures grants certain registration rights to the debenture holders. These rights allow the holders to request the registration of their debentures with the SEC, thereby providing them with the opportunity to sell or transfer their securities to the public. The registration process involves filing a registration statement with the SEC, which contains detailed information about the convertible subordinated debentures, the issuer, and other relevant parties. This information includes financial statements, business operations, and any material events that may impact the debentures. Once the registration statement becomes effective, the holders of the convertible subordinated debentures can freely sell or transfer their securities to the public in accordance with applicable laws and regulations. This registration process provides liquidity and marketability to the debenture holders, as it allows them to cash in their investments or trade their securities on the open market. There may be different types of Guam Registration Rights Agreements regarding the purchase of convertible subordinated debentures. Some possible variations include: 1. Full Registration Rights: This type of agreement grants the debenture holders the right to demand that the issuer register their debentures with the SEC for a resale. This right ensures that the debenture holders have maximum flexibility and control over the timing and conditions of the registration process. 2. Piggyback Registration Rights: In this type of agreement, the debenture holders have the right to include their debentures in any registration statement filed by the issuer for its own securities. This enables the holders to benefit from the issuer's registration efforts and participate in the registration process without bearing the full costs associated with a separate filing. 3. Delayed Registration Rights: Under this agreement, the debenture holders agree to delay the registration of their debentures for a specified period, allowing the issuer to complete certain business transactions or fulfill certain obligations. This type of agreement strikes a balance between the interests of the issuer and the debenture holders, granting the issuer more flexibility while still providing eventual registration rights to the holders. It is important to note that the specific terms and conditions of a Guam Registration Rights Agreement may vary depending on the negotiations between the issuer and the debenture holders. These agreements are tailored to suit the unique circumstances of each offering and are subject to the applicable laws and regulations governing securities registration in the United States.