A Washington Registration Rights Agreement is a legal document that outlines the rights and obligations of a company issuing convertible subordinated debentures in terms of registration with the Securities and Exchange Commission (SEC) and ongoing reporting requirements. This agreement is designed to protect the rights of the debenture holders and provide them with the ability to sell or transfer their securities in the public market. In the context of purchasing convertible subordinated debentures, the Washington Registration Rights Agreement ensures that the company will register the debentures with the SEC, allowing the holders to freely trade their securities. It provides the debenture holders with the right to request the company to register the resale of their debentures under the Securities Act of 1933. This enables the holders to sell or transfer their debentures without restrictions and helps maintain liquidity in the market. The agreement typically includes several key provisions, such as the following: 1. Demand Registration Rights: This provision grants the debenture holders the right to request the company to initiate a registration statement with the SEC for the resale of their debentures. The holders may exercise this right within a specific period and subject to certain conditions specified in the agreement. 2. Piggyback Registration Rights: This provision allows the debenture holders to include their securities in a registration statement filed by the company for another offering. By piggybacking on the company's registration, the holders can take advantage of the registration process without having to initiate it themselves. 3. Shelf Registration: This provision permits the company to file a registration statement covering the resale of the debentures and keep it continuously effective for a certain period. It enables the debenture holders to sell their securities on a delayed or continuous basis without the need for additional registrations. Different types of Washington Registration Rights Agreements may exist depending on the specific terms and conditions negotiated between the company and the debenture holders. Some variations may include provisions for lock-up periods, which impose restrictions on the holders' ability to sell their securities immediately after registration; tag-along rights, which provide the holders with the ability to sell their debentures alongside the sale of securities by major stockholders; or other custom provisions tailored to meet the unique requirements of the company and the holders. In summary, a Washington Registration Rights Agreement is a crucial contractual arrangement that ensures the debenture holders' rights to register their convertible subordinated debentures for resale with the SEC. By providing flexibility in trading and liquidity, this agreement adds value to the debentures and protects the interests of both the company and the holders.