Title: Massachusetts Registration Rights Agreement between Turn stone Systems, Inc. and Purchaser: Explained in Detail Introduction: The Massachusetts Registration Rights Agreement is a legally binding contract between Turn stone Systems, Inc. (hereinafter referred to as "Turn stone") and a purchaser, typically an investor or shareholder. This agreement grants the purchaser certain rights, usually related to the registration of their securities with the Securities and Exchange Commission (SEC) in Massachusetts. These rights ensure transparency and allow the purchaser to protect their investment and potentially sell their securities in the future. Key Terms and Provisions: 1. Registration Statement: The Agreement provides the purchaser with the right to request Turn stone to prepare and file a registration statement with the SEC for the securities in question. This statement will outline the details of the offering, including the purchaser's specific securities. 2. Demand Registration Rights: In certain cases, the Agreement may include demand registration rights, allowing the purchaser to require Turn stone to register their securities with the SEC. This provision is typically triggered when the purchaser wants to sell their securities to the public market and believes there is demand for such an offering. 3. Piggyback Registration Rights: The Agreement may also grant piggyback registration rights to the purchaser. These rights enable the purchaser to include their securities in a registration statement filed by Turn stone or any other investor, if such a filing occurs. It ensures that the purchaser can participate in any potential future public offering by Turn stone. 4. S-3 Registration: If Turn stone is eligible to use Form S-3 for registering securities with the SEC, the Agreement might contain provisions explaining when the purchaser can utilize the simplified registration process. 5. Expenses: The Agreement typically outlines the allocation of expenses between Turn stone and the purchaser. It may detail that Turn stone bears the registration and filing costs, while the purchaser covers the expenses associated with legal counsel and any incremental expenses due to particular demands. Types of Massachusetts Registration Rights Agreements: 1. Standard Massachusetts Registration Rights Agreement: This is the most common type of agreement that outlines the basic registration rights provisions discussed above. 2. Amended and Restated Massachusetts Registration Rights Agreement: In cases where there have been material changes to the original agreement or when both parties agree to revise the terms, an amended and restated agreement is executed. 3. Limited Massachusetts Registration Rights Agreement: In certain scenarios, Turn stone may offer limited registration rights to purchasers, restricting the number of securities eligible for registration or specifying specific conditions for exercise. Conclusion: The Massachusetts Registration Rights Agreement provides purchasers with essential rights related to the registration of their securities with the SEC. By granting demand and piggyback registration rights, Turn stone aims to ensure transparency and flexibility for investors to freely sell their securities or participate in future public offerings. The agreement's specific terms and provisions may vary based on the parties' negotiations and the nature of the securities involved.