Los Angeles California Registration Rights Agreement pertaining to the purchase of convertible subordinated debentures is a legal document outlining the rights and obligations of holders of these debentures and the issuing company. It ensures that debenture holders have the right to register their securities with the Securities and Exchange Commission (SEC) and/or comply with state securities laws. This agreement grants debenture holders the right to request the registration of their convertible subordinated debentures, allowing them to potentially sell or transfer their securities to the public. It safeguards their investment by enabling liquidity and increasing the marketability of the debentures. Moreover, it helps establish transparency and protects the rights of debenture holders. The Los Angeles California Registration Rights Agreement for convertible subordinated debentures may include the following key terms: 1. Demand Rights: This provision grants holders the right to request the registration of their debentures. The company must comply with the demand and file the necessary registration statement with the SEC. 2. Piggyback Rights: In the event the company where the debentures were issued proceeds with a registered public offering of securities, holders of convertible subordinated debentures have the right to "piggyback" and include their debentures in the registration statement. 3. Shelf Registration: This provision allows the company to register a certain amount of debentures for future sales by holders without requiring additional registration statements. 4. Form S-3: Often referred to as "short form" registration, this provision specifies that the company must use Form S-3 (a simplified SEC registration form) to register the debentures. This provides flexibility to the company and streamlines the registration process. 5. Lock-up Period: In certain situations, the agreement may include a provision preventing debenture holders from selling or transferring their securities for a specified period after the initial public offering. It is important to note that while the Los Angeles California Registration Rights Agreement is not exclusive to Los Angeles, it signifies an agreement executed under the laws of California, including the specific legal requirements and standards applicable in Los Angeles. There might be different variations or versions of these agreements. However, the key terms mentioned above are generally common in Registration Rights Agreements related to the purchase of convertible subordinated debentures.