A Wisconsin Registration Rights Agreement is a legal document between Turn stone Systems, Inc. (referred to as the "Company") and a purchaser (referred to as the "Purchaser") that outlines certain rights and obligations related to the registration of the Company's securities. This agreement grants the Purchaser the right to request the registration of their purchased securities under applicable securities laws in the state of Wisconsin. The purpose is to provide the Purchaser with liquidity and the ability to sell their securities in the public market. The Wisconsin Registration Rights Agreement includes various important provisions that govern the registration process. These provisions cover the following key aspects: 1. Demand Registration: This type of agreement includes a provision allowing the Purchaser to request the Company to register their securities on Form S-1 or any other appropriate registration form. The Company is typically required to fulfill this demand within a specified timeframe and undertake the necessary steps to complete the registration process. 2. Piggyback Registration: This provision gives the Purchaser the right to include their securities in any registration statement that the Company files with the Securities and Exchange Commission (SEC) for the purpose of a public offering. The Company must provide the Purchaser with notice of such registrations and allow them the opportunity to include their securities alongside those of the Company. 3. Registration Expenses: The Wisconsin Registration Rights Agreement also addresses the allocation of registration expenses such as legal fees, filing fees, and printing costs. Usually, the Purchaser is responsible for their own expenses, while the Company bears the expenses related to the registration process unless otherwise agreed upon. 4. Lock-up Agreements: In certain cases, a Wisconsin Registration Rights Agreement may include a lock-up provision. This provision restricts the Purchaser from selling or transferring their securities for a specified period following the registration, typically to ensure stability in the market. 5. Termination or Expiration: The agreement may specify the circumstances under which the registration rights will terminate or expire. This could include events like the sale of all securities by the Purchaser or the completion of a public offering. Each Wisconsin Registration Rights Agreement can vary depending on the specific negotiation between the Company and the Purchaser. It is always recommended that both parties seek legal counsel to ensure their interests are adequately represented and protected within the agreement.