REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the Agreement), dated as of May 24, 2019, is entered into by and between EASTMAN KODAK COMPANY a New Jersey corporation (the Company) and the investors listed on Exhibit 1 to the Purchase Agreement (as defined below) (each, a Purchaser and collectively, the Purchasers).
WHEREAS, the Company and the Purchasers have entered into a Notes Purchase Agreement, dated as of May 20, 2019, (the Purchase Agreement), whereunder, among other things, the Purchasers agreed to purchase the Notes (the Notes) from the Company, and
WHEREAS, the execution of this Agreement by the Company and its delivery to the Purchasers is required by the Purchase Agreement,
NOW THEREFORE, in consideration of the premises and the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties hereto acknowledge, the parties agree as follows:
ARTICLE 1. DEFINITIONS
Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement or the Notes, as applicable. As used in this Agreement, the following terms shall have the following meanings:
Business Day means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the States of New York or New Jersey generally are authorized or required by law or other government action to close.
Commission means the United States Securities and Exchange Commission.
Common Stock means the Companys Common Stock, par value $0.01 per share.
Company Indemnified Parties has the meaning set forth in Section 6.2.
Conversion Shares means those shares of Common Stock issuable upon conversion of all or any portion of the Notes.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Filing Date means the date on which the Registration Statement is initially filed.
Indemnified Party shall have the meaning set forth in Section 6.3.
Indemnifying Party shall have the meaning set forth in Section 6.3.
Inspector shall have the meaning set forth in Section 4.3.