The Wayne Michigan Registration Rights Agreement pertaining to the purchase of convertible subordinated debentures is a legal document that outlines the rights and obligations of debenture holders in regard to registering their securities. This agreement ensures transparency in the financial markets and provides protection to investors. The Registration Rights Agreement grants the debenture holders the right to request the registration of their securities with the Securities and Exchange Commission (SEC) or any other regulatory authority. This allows the debenture holders to subsequently sell their securities to the public, thereby providing liquidity to their investment. Under this agreement, there are two main types of registration rights that may be granted to debenture holders: demand registration rights and piggyback registration rights. 1. Demand Registration Rights: This type of registration right allows the debenture holder to demand that the issuer of the convertible subordinated debentures registers the securities with the relevant regulatory authority. This demand can be made at any time after a specific period, typically 180 days from the issuance of the debentures. The issuer is then obligated to initiate the registration process and bear the associated costs. 2. Piggyback Registration Rights: Piggyback registration rights provide debenture holders with the opportunity to register their securities alongside a primary registration initiated by the issuer. In this case, the debenture holder can request to "piggyback" on the issuer's registration statement, allowing them to include their securities in the offering. This provision enables debenture holders to take advantage of a more cost-effective registration process, as they share the expenses with the issuer. The Wayne Michigan Registration Rights Agreement further delineates the procedures, notice requirements, and limitations associated with the exercise of these rights. It also outlines the responsibilities and representations of both the issuer and the debenture holders. Ultimately, the purpose of the Wayne Michigan Registration Rights Agreement is to provide debenture holders with the ability to freely trade their convertible subordinated debentures in the public markets. By offering these registration rights, it enhances market efficiency, improves investor confidence, and facilitates the liquidity of the securities.