The Oregon Registration Rights Agreement between Visible Genetics, Inc. and the purchasers of common shares of the company is a legally binding document that outlines the rights and obligations of both parties regarding the registration of these common shares. This agreement ensures that purchasers can effectively register their shares with the relevant securities regulatory bodies in Oregon. Under this agreement, Visible Genetics, Inc. grants certain registration rights to the purchasers of common shares, allowing them to have their shares registered and freely tradable in compliance with state laws and regulations. These registration rights are designed to provide protection and flexibility to the investors, ensuring their ability to sell or transfer their shares without unnecessary restrictions. The Oregon Registration Rights Agreement typically includes provisions such as: 1. Demand Registration Rights: This type of registration right allows purchasers to request that Visible Genetics, Inc. initiates the registration process for their common shares. The company is required to file a registration statement with the Securities and Exchange Commission (SEC) upon receipt of a written demand from the purchasers, subject to certain conditions and limitations. 2. Piggyback Registration Rights: These rights enable the purchasers to include their common shares in any registration statement filed by Visible Genetics, Inc. for securities offered to the public. If the company decides to register additional securities for public offering, the purchasers have the privilege to "piggyback" on that registration, ensuring their shares are registered and potentially available for sale in the same manner. 3. Shelf Registration Rights: Shelf registration allows Visible Genetics, Inc. to register the securities issued to the purchasers in advance, without an immediate public offering. This enables the purchasers to sell their shares on short notice in the future, should they choose to do so. Shelf registration streamlines the process and avoids potential delays associated with regular registration requirements. 4. Lock-Up Period: In some cases, the Oregon Registration Rights Agreement may include a lock-up provision. This clause restricts the purchasers from selling or transferring their shares for a specified period following an initial public offering or other significant corporate events. The lock-up period helps stabilize the company's stock price and safeguards against a sudden flood of shares into the market. By establishing this formal agreement, Visible Genetics, Inc. demonstrates its commitment to facilitating the registration process for purchasers and ensuring compliance with state securities laws. The various types of registration rights offered under the Oregon Registration Rights Agreement allow for flexibility, convenience, and transparency in the trading and selling of common shares, providing investors with valuable protections and opportunities for liquidity.