The Kings New York Registration Rights Agreement is a crucial legal document that outlines the rights and obligations of various parties involved in the purchase of convertible subordinated debentures issued by Kings New York. This agreement ensures that investors who hold these debentures have the opportunity to register their securities with the applicable regulatory authorities, thereby facilitating the potential resale of their investment in the public market. The primary purpose of the Kings New York Registration Rights Agreement is to provide investors with the necessary protection and flexibility to convert their debentures into common stock and subsequently sell them as desired. By registering the securities, investors can access a larger pool of potential buyers, enhancing the liquidity and value of their investment. This agreement typically includes provisions that grant investors the right to request registration of their debentures, either on a continuous or delayed basis. The registration may be on behalf of the investors themselves or as part of a broader offering by Kings New York. The registration process may involve filing a registration statement with the Securities and Exchange Commission (SEC) or other relevant regulatory bodies. Different types or variations of the Kings New York Registration Rights Agreement may exist, depending on the specific provisions agreed upon between Kings New York and the investors. These variations can include: 1. Piggyback Registration Rights: This type of registration right allows investors to include their debentures in a registration statement filed by Kings New York to register other securities for public sale. Investors "piggyback" onto the registration, enabling them to sell their debentures alongside other registered securities. 2. Demand Registration Rights: With demand registration rights, investors have the ability to require Kings New York to register their debentures for sale at any given time. However, the right to demand registration may be subject to certain limitations or conditions, such as a minimum number of debentures held by the requesting investors. 3. Shelf Registration Rights: Shelf registration rights enable investors to have their debentures registered in advance, without the need for an imminent public offering. This type of registration provides flexibility to investors, allowing them to sell their debentures in the future when market conditions are favorable. 4. S-3 Registration Rights: This type of registration right specifically pertains to eligible investors who meet certain qualifications prescribed by SEC regulations, allowing them to register their debentures on Form S-3. S-3 registration offers a streamlined process, reducing the time and cost associated with registration. It is important to note that the specific terms and conditions of the Kings New York Registration Rights Agreement, including any variations mentioned above, will be negotiated between Kings New York and the investors as part of the debenture purchase transaction.