Registration Rights Agreement
(Rule 144A and/or Regulation S Debt Offering)

Summary

This template registration rights agreement may be used in connection with the registration with the U.S. Securities and Exchange Commission of the resale or exchange (pursuant to an Exxon Capital Exchange Offers) of the debt securities sold in an unregistered offering conducted in reliance on Rule 144A and/or Regulation S under the Securities Act of 1933. This template includes practical guidance and drafting notes. Under this registration rights agreement, the issuer agrees to file a registration statement covering the exchange of the securities within a certain time period, and endeavors to have such registration statement declared effective within a certain time period. Under certain circumstances, the issuer may also be required to file a resale registration statement with respect to these securities. The execution and delivery of this agreement is usually a condition to the closing of the Rule 144A or Regulation S offering, as stated in the purchase agreement for such offering. For additional information on Rule 144A/Regulation S offerings, see Rule 144A / Regulation S Offerings Resource Kit, and Rule 144A Transactions. For an overview of documents required in a Rule 144A/Regulation S offering, see Rule 144A and Regulation S Debt Offerings Requirements Checklist.