Maryland Registration Rights Agreement is a legal document that outlines the rights and obligations of the parties involved in the purchase of convertible subordinated debentures. This agreement specifically pertains to the registration of these debentures with the Securities and Exchange Commission (SEC). The registration process allows the debenture holders to sell or transfer their securities in the open market. The Maryland Registration Rights Agreement governs the registration process and provides certain rights to the debenture holders. The agreement typically includes provisions such as: 1. Demand Registration Rights: This type of registration right allows the debenture holders to request the issuer to register their securities with the SEC. The issuer is obligated to fulfill this request within a specified timeframe. 2. Piggyback Registration Rights: With piggyback registration rights, the debenture holders have the opportunity to include their securities in a registration statement filed by the issuer. This allows them to sell their securities alongside the issuer's securities, maximizing their chances of finding buyers. 3. Shelf Registration Rights: Shelf registration allows the issuer to register the securities in advance without actually selling them. This gives the debenture holders the flexibility to sell their securities in the future at their discretion. 4. Form S-3 Registration Rights: Form S-3 is a simplified registration form that certain issuers and transactions are eligible for. If the issuer qualifies for Form S-3 registration, the debenture holders can benefit from faster and more streamlined registration procedures. The Maryland Registration Rights Agreement also outlines the obligations of the issuer, such as providing necessary financial statements and other relevant information for the registration process. The agreement may also include provisions relating to indemnification, which protects the debenture holders from any legal liabilities arising from the registration process. In summary, the Maryland Registration Rights Agreement is a vital legal document that ensures transparency and protects the interests of debenture holders. By understanding the different types of registration rights available and their implications, both the debenture holders and the issuer can engage in a fair and efficient process of registering convertible subordinated debentures with the SEC.