The Minnesota Registration Rights Agreement is a legal document that outlines the rights and obligations of purchasers of convertible subordinated debentures in Minnesota. This agreement ensures that investors have the opportunity to register their securities, thus granting them the ability to sell or transfer their debentures in compliance with state laws. The agreement typically includes several key provisions. Firstly, it grants the purchaser the right to request registration of their convertible subordinated debentures with the relevant state securities regulatory authority. This allows the debentures to become fully tradable within the state. Furthermore, the agreement may outline the conditions under which the registration process can be initiated. These conditions often include the debentures reaching a certain minimum value, defined as the registration threshold. Once this threshold is met, the purchasers can exercise their registration rights. In addition, the agreement may stipulate a timeframe within which the issuer of the debentures must file the registration statement with the regulatory authority. This filing period must be timely and in accordance with applicable securities laws. It's important to note that there may be different types of Minnesota Registration Rights Agreements, each catering to specific circumstances or preferences. For instance, there could be agreements that allow for piggyback registration rights, which enable the purchaser to include their debentures in a registration statement filed by the issuer. This allows for more efficient and cost-effective registration. Alternatively, there may be stand-alone registration rights agreements, giving the purchasers the option to register their debentures independently, separate from any issuer's registration statement. Overall, the Minnesota Registration Rights Agreement provides clarity and protection for purchasers of convertible subordinated debentures in Minnesota, ensuring their ability to freely and legally transfer their securities in compliance with state regulations.