Keywords: Arizona Amendment No. 2, Registration Rights Agreement, Visible Genetics Inc., common shares, purchasers The Arizona Amendment No. 2 to Registration Rights Agreement is a legal document that governs the rights and obligations of Visible Genetics, Inc. and the purchasers of common shares of the company in Arizona. It is an important agreement that outlines the terms and conditions for the registration and sale of these shares in compliance with the applicable securities laws. This agreement is specifically tailored for purchasers of common shares of Visible Genetics, Inc. in Arizona and serves to protect the interests of both the company and its shareholders. By entering into this amendment, the company ensures that the process of registering and offering these shares to the public is conducted smoothly and in a manner that is compliant with the regulations and requirements set by the Securities and Exchange Commission (SEC). The Arizona Amendment No. 2 to Registration Rights Agreement addresses various aspects, including but not limited to: 1. Registration Rights: It outlines the rights of the purchasers to have their common shares registered under the Securities Act of 1933, as amended, enabling them to offer and sell these shares in the public market. 2. Filing Obligations: The agreement specifies the obligations of Visible Genetics, Inc. to prepare and file the necessary registration statements, prospectuses, and other related documents with the SEC for the registration of the common shares. 3. Expenses and Indemnification: It clarifies the responsibilities of both the company and the purchasers regarding the payment of expenses related to the registration process. It also addresses indemnification provisions to protect the parties from legal liabilities arising from any misrepresentations or omissions in the registration statements. 4. Lock-up Period: In some cases, the amendment may include provisions imposing a lock-up period, during which the purchasers are restricted from selling or transferring their shares. This is often done to ensure orderly public trading and prevent any detrimental impact on the market. 5. Termination or Amendment: The agreement may outline the circumstances under which either party has the right to terminate or amend the terms of the agreement. This allows for flexibility and adaptation to changing circumstances or regulatory requirements. It's important to note that while the Arizona Amendment No. 2 to Registration Rights Agreement is a common type, variations may exist depending on specific details and requirements applicable to each agreement. Therefore, it is crucial for all parties involved to carefully review the agreement and consult legal counsel to ensure compliance and protect their interests.