The Pennsylvania Registration Rights Agreement is a legal contract between Visible Genetics, Inc. and the purchasers of common shares of the company. This agreement grants certain rights and protections to the shareholders, ensuring that they have the opportunity to register their shares with the appropriate regulatory authorities. The main purpose of the Pennsylvania Registration Rights Agreement is to provide the purchasers of common shares with the ability to register their shares for public sale or resale, subject to certain restrictions and conditions. This is particularly important for the shareholders who may wish to sell their shares to the public in the future, as it allows them to comply with applicable securities laws and regulations. Under this agreement, Visible Genetics, Inc. agrees to use its best efforts to prepare and file the necessary registration statements with the Securities and Exchange Commission (SEC) or any other relevant regulatory body. The shareholders are typically entitled to demand registration of their shares within a specified time period or under certain conditions, such as after the company completes an initial public offering (IPO). There may be different types of Pennsylvania Registration Rights Agreements between Visible Genetics, Inc. and its common shareholders, which can include: 1. Demand Registration Rights: This type of agreement allows the shareholders to require the company to register their shares for public sale upon their request. The company is obligated to file the necessary registration statement and assist the shareholders in the registration process. 2. Piggyback Registration Rights: In a piggyback registration rights agreement, the shareholders have the option to include their shares in a registration statement filed by the company for its own offerings. This allows the shareholders to take advantage of the company's registration process and reduces the costs associated with separate registrations. 3. Shelf Registration Rights: Shelf registration rights allow the shareholders to have their shares registered in advance, without the need for immediate public sale. This provides flexibility to the shareholders by allowing them to sell their shares when market conditions are favorable. 4. Form S-3 Registration Rights: Form S-3 is a simplified registration statement that certain companies are eligible to use for offerings or sales of securities. If applicable, the agreement may specifically grant the shareholders the right to request registration of their shares using Form S-3. It is important for both Visible Genetics, Inc. and the common shareholders to understand the rights and obligations outlined in the Pennsylvania Registration Rights Agreement. This agreement is designed to protect the interests of the shareholders and ensure transparency and compliance with securities laws.