A Guam Registration Rights Agreement is a legal contract between Turn stone Systems, Inc. (hereinafter referred to as "Turn stone") and a purchaser, outlining the rights and obligations related to the registration of securities. This agreement grants the purchaser certain privileges concerning the registration of their securities with the Securities and Exchange Commission (SEC) in Guam. The purpose of the Guam Registration Rights Agreement is to provide the purchaser with the ability to ensure that their securities can be registered or listed on specified exchanges, facilitating liquidity and marketability. This agreement is a crucial aspect of the investor's protection and allows them to have a say in the registration process. Key terms and conditions found in a Guam Registration Rights Agreement may include: 1. Demand Registration: The agreement may grant the purchaser the right to request that Turn stone initiates the registration of their securities with the SEC. This provision can be triggered when certain pre-determined conditions are met, such as a specified number of securities being held by the purchaser or a specific time period passing since the initial offering. 2. Piggyback Registration: This provision allows the purchaser to include their securities in an already planned registration statement filed by Turn stone. By piggybacking on Turn stone's registration, the purchaser saves time and expenses associated with independent registration. 3. S-3 Registration: If Turn stone qualifies as an S-3 registrant under the Securities Act of 1933, the agreement may provide the purchaser the right to request the inclusion of their securities on Turn stone's registration statement, further streamlining the registration process. 4. Shelf Registration: In some cases, the agreement may include a provision allowing the purchaser to utilize a shelf registration. A shelf registration enables the purchaser to sell their securities gradually over time, maximizing the flexibility in timing and quantities of sales. It is important to note that while the primary elements of a Guam Registration Rights Agreement remain consistent, variations may exist based on the unique circumstances of each agreement. Turn stone may have different versions of this agreement tailored to specific purchasers or varying conditions, for example, Turn stone Systems, Inc. Guam Registration Rights Agreement — Series A Preferred Stockholderturnrstone nine Systems, Inc. Guam Registration Rights Agreement — Common Stockholders. In conclusion, a Guam Registration Rights Agreement is a crucial contract that grants a purchaser rights related to the registration of their securities with the SEC. With provisions like demand registration, piggyback registration, S-3 registration, and shelf registration, this agreement ensures that the purchaser can navigate the complexities of the registration process effectively.