A South Dakota Registration Rights Agreement is a legal contract between Visible Genetics, Inc. and its common share purchasers. This agreement provides certain rights to investors who hold common shares of the company, particularly related to the registration of those shares with the Securities and Exchange Commission (SEC) and their subsequent sale in the public market. The purpose of the South Dakota Registration Rights Agreement is to establish a framework for the registration of shares owned by the investors, enabling them to sell their securities on the open market in compliance with securities laws. By registering the shares with the SEC, the investors gain access to the broader investing public, increasing liquidity and potentially enhancing the value of their investments. Contained within the agreement are several key provisions that determine the rights and obligations of Visible Genetics, Inc. and the investors. These provisions outline the registration process, the timing and methods to be followed, the responsibilities of both parties, and any limitations or restrictions on the sale of the registered shares. The agreement also includes provisions safeguarding the confidentiality of sensitive information and governing the resolution of any potential disputes that may arise between the parties. Various types of South Dakota Registration Rights Agreements may exist between Visible Genetics, Inc. and the purchasers of common shares, depending on the specific terms negotiated by both parties. Common types of such agreements include: 1. Demand Registration Rights Agreement: This type of agreement grants the investors the right to request Visible Genetics, Inc. to register their shares for sale to the public. The investors can exercise this right within a predetermined timeframe and subject to certain conditions specified in the agreement. 2. Piggyback Registration Rights Agreement: In this agreement, the investors have the right to include their shares for registration alongside any registration initiated by Visible Genetics, Inc. for its own securities. This enables the investors to take advantage of the registration process initiated by the company, effectively "piggybacking" on its efforts. 3. Shelf Registration Rights Agreement: This type of agreement allows the investors to have their shares registered on a "shelf" basis, meaning the shares can be sold intermittently over a period of time or at the investors' discretion. Shelf registrations provide flexibility and convenience to investors, allowing them to time their sales based on market conditions. 4. Form S-3 Registration Rights Agreement: If Visible Genetics, Inc. qualifies to use Form S-3, a simplified registration form provided by the SEC, this agreement allows the investors to utilize this streamlined process for registering their shares. This generally benefits both parties by reducing time, effort, and associated costs. These are just a few examples of the different types of South Dakota Registration Rights Agreements that may be established between Visible Genetics, Inc. and the purchasers of common shares. The specific terms and conditions of the agreement will depend on the negotiated terms, the size of the investment, and the preferences of both parties involved.