Virgin Islands Registration Rights Agreement is a legal document that governs the registration rights attached to convertible subordinated debentures issued in the Virgin Islands jurisdiction. This agreement ensures that the holders of these debentures have the right to request registration of their securities with the appropriate regulatory authorities. It aims to provide transparency and liquidity in the market for convertible subordinated debentures. The Virgin Islands Registration Rights Agreement outlines the specific terms and conditions under which the debenture holders can exercise their registration rights. These rights typically include demand registration rights, piggyback registration rights, and shelf registration rights. 1. Demand Registration Rights: This type of registration rights allows debenture holders to request the company to register their securities for public sale. The debenture holder can exercise this right at any time, subject to certain limitations defined in the agreement. The company is obligated to fulfill the demand registration request within a specified timeframe. 2. Piggyback Registration Rights: In the case of a qualified public offering or a registration made by the company, debenture holders with piggyback registration rights have the option to include their securities in the registration statement, thereby enabling them to sell their debentures alongside the company's securities. However, the debenture holder's inclusion is subject to the underwriters' approval and certain conditions specified in the agreement. 3. Shelf Registration Rights: This type of registration rights allows debenture holders to have their securities continuously registered with the regulatory authorities. The benefit of this provision is that debenture holders can sell their securities in the market without having to wait for a specific registration event. This provision enhances liquidity and flexibility for the debenture holders. The Virgin Islands Registration Rights Agreement sets forth various terms and conditions governing the registration process, including the registration expenses, indemnification provisions, and obligations of the company and debenture holders. It also outlines the timeline and procedures for filing the registration statement, prospectus delivery, and compliance with relevant securities laws. It is essential for both the company and debenture holders to understand and comply with the terms and conditions mentioned in the Virgin Islands Registration Rights Agreement to ensure a smooth registration process and avoid any legal liabilities or disputes.