California Amendment No. 2 to Registration Rights Agreement is a legal document that pertains to the rights and obligations of Visible Genetics, Inc. and the purchasers of common shares of the company in relation to the registration of these shares. This agreement is specifically tailored for transactions occurring within the state of California. The purpose of this amendment is to modify and supplement the original Registration Rights Agreement between Visible Genetics, Inc. and the common share purchasers. The amendment may introduce additional provisions, restrictions, or modifications to the existing agreement to address specific circumstances or concerns. Some key aspects addressed in California Amendment No. 2 to Registration Rights Agreement may include: 1. Expanded Registration Rights: The amendment may provide additional rights to the common share purchasers, such as the opportunity to register more shares for sale to the public or participate in secondary offerings. 2. Piggyback Registration: The agreement may outline the procedure for common share purchasers to include their shares in a public offering initiated by Visible Genetics, Inc. This provision ensures that the purchasers have the option to sell their shares alongside the company's primary offering. 3. Lock-up Period: The amendment may specify a lock-up period during which the common share purchasers are restricted from selling their shares after a public offering. This provision safeguards the interests of the company and stabilizes its stock price. 4. Demand Registration: It may grant the common share purchasers the right to request Visible Genetics, Inc. to register their shares with the Securities and Exchange Commission (SEC) for public sale, subject to certain conditions and limitations. 5. S-3 Shelf Registration: The amendment may permit Visible Genetics, Inc. to utilize the SEC's simplified registration process (Form S-3) to register the resale of common shares by the purchasers, thereby reducing administrative burdens and costs. It is important to note that there may be different iterations or versions of California Amendment No. 2 to Registration Rights Agreement, depending on the unique requirements and negotiations between Visible Genetics, Inc. and the respective common share purchasers. These amendments may vary in their specific provisions, conditions, and timeframe, reflecting the parties' individual circumstances and preferences. In conclusion, California Amendment No. 2 to Registration Rights Agreement is a legally binding document that refines and updates the initial registration rights agreement between Visible Genetics, Inc. and the purchasers of common shares of the company. It establishes the terms under which the common share purchasers can register and sell their shares, ensuring transparency, fairness, and compliance with applicable securities laws in California.