REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of December 20, 2019, by and among Acorda Therapeutics, Inc., a Delaware corporation, with its principal offices at 420 Saw Mill River Road, Ardsley, NY 10502 (the Company), and the undersigned exchanging holders (each, an Exchanging Holder, and collectively, the Exchanging Holders).
A. The Company has entered into one or more exchange agreements with the Exchanging Holders to exchange a portion of its outstanding 1.75% Convertible Senior Notes due 2021 for new 6.00% Convertible Senior Secured Notes due 2024 (the Convertible Notes) in privately negotiated transactions (the Private Exchange).
B. The Convertible Notes are to be issued pursuant to an indenture of even date herewith (the Indenture) among the Company, Civitas Therapeutics, Inc. and the trustee and collateral agent named therein relating to the issuance of the Convertible Notes.
C. To induce the Existing Holders to participate in the Private Exchange, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the 1933 Act), and applicable state securities laws.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Exchanging Holders hereby agree as follows:
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Indenture. As used in this Agreement, the following terms shall have the following meanings:
a. Business Day means any day other than a Saturday, a Sunday, a Federal holiday or any other day on which the SECs Washington, DC office or commercial banks in the City of New York are authorized or required by law to remain closed the public.
b. Closing Date means December 23, 2019.
c. Common Stock means the common stock of the Company, par value $0.001 per share.