The Massachusetts Registration Rights Agreement is a legally binding document that outlines the rights and obligations of Visible Genetics, Inc. and the purchasers of common shares regarding the registration of these shares with the Securities and Exchange Commission (SEC). This agreement is important for both parties as it ensures transparency and provides adequate protection for the shareholders. The Massachusetts Registration Rights Agreement defines the terms under which Visible Genetics, Inc. is obligated to register the common shares purchased by the shareholders. It establishes the conditions and timelines for the registration process, ensuring that it is carried out efficiently and in accordance with relevant laws and regulations. Key provisions of the agreement include the right of the shareholders to request the registration of their shares and the obligation of Visible Genetics, Inc. to fulfill these requests within a specified timeframe. The agreement also outlines the registration expenses and defines the allocation of these costs between the company and the shareholders. Additionally, the Massachusetts Registration Rights Agreement may include other important clauses, such as "piggyback registration rights" and "demand registration rights." Piggyback registration rights allow the shareholders to include their shares in any registration statement filed by Visible Genetics, Inc. for itself or other shareholders. Demand registration rights enable the shareholders to require Visible Genetics, Inc. to register their shares for sale to the public. The agreement may also specify restrictions on transferability of the registered shares. For example, it may require the shareholders to provide notice to Visible Genetics, Inc. before engaging in any sale or transfer of their registered shares, allowing the company to exercise its right of first refusal. By having a Massachusetts Registration Rights Agreement, Visible Genetics, Inc. and the purchasers of common shares can ensure that the registration process is carried out smoothly, protecting the interests of both parties. This agreement provides the shareholders with a level of comfort and confidence in their investment, as it guarantees their ability to sell their shares freely in the public market when desired. In conclusion, the Massachusetts Registration Rights Agreement is a crucial legal document that establishes the rights and obligations between Visible Genetics, Inc. and the purchasers of common shares. It outlines the registration process, sets timelines, and defines the costs associated with registration. Including provisions such as piggyback and demand registration rights, the agreement ensures transparency and protection for the shareholders.