Exhibit 10.3
EXHIBIT D
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May
, 2009, by
and among Select Comfort Corporation, a Minnesota corporation (the "Company"),
and the undersigned buyers (each, a "Buyer" and, collectively, the "Buyers").
WHEREAS:
A.
In connection with the Securities Purchase
Agreement, by and among the parties hereto and dated as of May 22, 2009 (the
"Securities Purchase Agreement"), the Company has agreed, upon the terms and
subject to the conditions of the Securities Purchase Agreement, to issue at the
Closing (as defined in the Securities Purchase Agreement) to the Buyers shares
(the "Common Shares") of the Company's common stock, $0.01 par value (the
"Common Stock"); and
B.
Pursuant to the Securities Purchase
Agreement, the Company has agreed to provide to the Buyers certain registration
rights under the Securities Act of 1933, as amended, or any similar successor
statute, and the rules and regulations thereunder (collectively, the "1933
Act"), and applicable state securities laws.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Buyer, intending to be legally bound, agree as follows:
1.
DEFINITIONS.
As used in this Agreement, the following terms shall have the following
meanings:
A.
"1934 ACT" MEANS, COLLECTIVELY, THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR ANY SIMILAR SUCCESSOR STATUTE,
AND THE RULES AND REGULATIONS THEREUNDER.
B.
"BUSINESS DAY" MEANS ANY DAY OTHER THAN
SATURDAY, SUNDAY OR ANY OTHER DAY ON WHICH COMMERCIAL BANKS IN THE CITY OF NEW
YORK ARE AUTHORIZED OR REQUIRED BY LAW TO REMAIN CLOSED.
C.
"DEMAND REGISTRATION FILING DEADLINE"
MEANS THE DATE THAT IS FORTY-FIVE (45) DAYS AFTER DELIVERY TO THE COMPANY OF A
DEMAND REGISTRATION REQUEST; PROVIDED, HOWEVER, THAT, IN THE CASE OF A DEMAND
REGISTRATION FOR AN OFFERING PURSUANT TO RULE 415 (OTHER THAN THE FIRST SUCH
DEMAND REGISTRATION HEREUNDER), THE "DEMAND REGISTRATION FILING DEADLINE" SHALL
MEAN THE LATER OF SUCH DATE AND THE EARLIEST DATE THAT THE COMPANY IS PERMITTED
TO FILE THE REGISTRATION STATEMENT BY THE SEC.
D.
"FORM S-3" MEANS SUCH FORM OF
REGISTRATION STATEMENT UNDER THE 1933 ACT AS IN EFFECT ON THE DATE HEREOF OR ANY
SUCCESSOR FORM UNDER THE 1933 ACT SUBSEQUENTLY
ADOPTED BY THE SEC WHICH PERMITS INCLUSION OR INCORPORATION OF SUBSTANTIAL
INFORMATION BY REFERENCE TO OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC
AFTER THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT.
E.
"INVESTOR" MEANS A BUYER, ANY
TRANSFEREE OR ASSIGNEE THEREOF TO WHOM A BUYER ASSIGNS ITS RIGHTS UNDER THIS
AGREEMENT AND WHO AGREES TO BECOME BOUND BY THE PROVISIONS OF THIS AGREEMENT IN
ACCORDANCE WITH SECTION 10 AND ANY TRANSFEREE OR ASSIGNEE THEREOF TO WHOM A
TRANSFEREE OR ASSIGNEE ASSIGNS ITS RIGHTS UNDER THIS AGREEMENT AND WHO AGREES TO
BECOME BOUND BY THE PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 10.
F.
"PERMITTED REGISTRATION AMOUNT" MEANS
THE LESSER OF (I) THE TOTAL NUMBER OF