A New Jersey Registration Rights Agreement is a legally binding agreement between Visible Genetics, Inc. (the "Company") and the purchasers of common shares of the Company. This agreement outlines the rights and obligations of both parties regarding the registration of these securities with the appropriate regulatory authorities. Under this Registration Rights Agreement, Visible Genetics, Inc. grants the purchasers certain rights to ensure the registration of their common shares. These rights are important for the shareholders as they provide an avenue for liquidity, transparency, and price discovery for their investment in the Company. The agreement generally stipulates the following key provisions: 1. Demand Registration Rights: This type of registration right allows the purchasers of common shares to request the Company to register their shares for public sale when certain conditions are met. These conditions may include a minimum threshold of shares to be registered, a specified time period after the initial public offering (IPO), or a specific event triggering the demand registration. 2. Piggyback Registration Rights: These rights give the purchasers the opportunity to include their shares in any registration statement filed by the Company for public sale of its securities. If Visible Genetics, Inc. plans to register additional shares of common stock, the purchasers can "piggyback" onto this registration, enabling them to sell their shares as well. 3. Shelf Registration Rights: This provision allows the purchasers to register and maintain their shares on a shelf registration statement. A shelf registration statement enables shareholders to sell their securities over time without the need for repeated filings, offering flexibility and cost savings. 4. Registration Expenses: The agreement often specifies the allocation of registration-related expenses, such as legal fees, accounting fees, and other costs associated with the registration process. These expenses are typically borne by Visible Genetics, Inc. but may subject to certain limitations. 5. Indemnification: The agreement may provide for indemnification by Visible Genetics, Inc. in case any misrepresentation or omission from the registration statement results in legal claims or damages against the purchasers. These are the general provisions typically included in a New Jersey Registration Rights Agreement between Visible Genetics, Inc. and the purchasers of common shares. It is essential for both parties to review and negotiate the terms of the agreement to protect their respective interests.