Establishing secure connection…Loading editor…Preparing document…

Registration Rights Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

Visible Genetics Inc. Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement") is entered into as of , by and among

, an Ontario corporation (the "Company"), and the purchasers of Common Shares of the Company (the "Shares") who are identified as "Investors" in that certain Common Shares Purchase Agreement of even date herewith (the "Purchase Agreement") and whose signatures appear on the execution pages hereof.

RECITALS

WHEREAS, the Company proposes to sell the Shares pursuant to the Purchase Agreement;

WHEREAS, as a condition of entering into the Purchase Agreement, the Investors have requested that the Company extend to them certain registration rights and other rights as set forth below; and

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Registration Rights Agreement and in the Purchase Agreement, the parties mutually agree as follows:

1. DEFINITIONS

As used in this Registration Rights Agreement the following terms shall have the following respective meanings:

"Closing" has the meaning ascribed thereto under the Purchase Agreement.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Form F-3" means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

"Holder" means any Investor or assignee permitted in accordance with 5.3 hereof owning of record Registrable Securities that have not been sold to the public.

"Register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

"Registrable Securities" means the Shares or any Common Shares which may be issued with respect to or in substitution for such Shares by reason of dividend, stock split, combination of shares, recapitalization, reclassification or reorganization.

"Registration Statement" means any registration statement of the Company that covers the Shares and lists holders thereof as selling shareholders pursuant to the provisions of this Registration Rights Agreement, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference or deemed to be incorporated by reference therein.

"SEC" or "Commission" means the Securities and Exchange Commission.

"Securities Act" shall mean the Securities Act of 1933, as amended.

2. REGISTRATION OF SHARES

2.1 Registration Statement. Within days after the date hereof, the Company shall prepare and file with the Commission a Registration Statement on Form F-3 pursuant to Rule 415 under the Securities Act covering the resale of the Registrable Securities.

(a) Use its best efforts to cause such Registration Statement to become effective at the earliest possible time and to keep such Registration Statement continuously effective for a period of following the date on which the Registration Statement becomes effective under the Securities Act, or such shorter period ending on the earlier of (i) when all Registrable Securities covered by the Registration Statement have been sold or (ii) sixty (60) days after the first date when all Registrable Securities covered by the Registration Statement may immediately be sold during any 90-day period without registration under the Securities Act pursuant to Rule 144...

(b) Prepare and file with the SEC such pre-effective and post-effective amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to cause the Registration Statement to become effective, to keep the Registration Statement continuously effective during the Registration Period and not misleading.

(c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, and each amendment or supplement thereto, as they may reasonably request.

(d) Use its best efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be necessary to permit the sale of the Registrable Securities.

(e) Notify promptly the Holders of Registrable Securities to be sold of certain SEC and governmental actions affecting the Registration Statement.

(f) Use its reasonable best efforts to avoid the issuance of, or obtain the withdrawal of, any order suspending the effectiveness of a Registration Statement.

(g) If requested by the holders of a majority of the Registrable Securities being sold, incorporate requested information in a prospectus supplement or post-effective amendment.

(h) Upon the occurrence of any event contemplated by Section 2.1(e)(v), prepare a supplement or amendment so the prospectus will not contain an untrue statement or omission.

(i) Use its reasonable best efforts to cause all Registrable Securities relating to such Registration Statement to be listed on each securities exchange or automated quotation system, if any, on which similar securities issued by the Company are then listed.

2.2 Seller Information. The Company may require each selling Holder of Registrable Securities to furnish information regarding such Holder, such Holder's Registrable Securities and such Holder's intended method of disposition as reasonably requested.

If the Registration Statement refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall promptly notify the Company and its counsel of any fact or event resulting in the Registration Statement or prospectus containing an untrue statement or omission and provide necessary information for amendments or supplements.

2.3 Notice to Discontinue. Each holder of Registrable Securities agrees that, upon receipt of any notice from the Company of certain events, such Holder shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement until receipt of the supplemented or amended prospectus.

2.4 Expenses of Registration. Except as specifically provided herein, all expenses incident to performance of compliance with this Registration Rights Agreement by the Company shall be borne by the Company, including filing fees, legal fees, printing, delivery, listing fees, accountants' fees and disbursements, and related expenses, subject to the stated cap for Investors' counsel.

2.5 Indemnification.

(a) Indemnification by Company. The Company will indemnify and hold harmless each Holder and related parties against certain losses, claims, damages, and liabilities arising from violations or untrue statements in the Registration Statement or Prospectus, subject to limitations.

(b) Indemnification by Holder of Registrable Securities. Each Holder will indemnify the Company and related parties for certain violations arising from written information furnished by such Holder, subject to limitations.

(c) Conduct of Indemnification Proceedings. The indemnified party shall notify the indemnifying party and the indemnifying party may assume the defense, subject to conflict-of-interest exceptions.

(d) Contribution. If indemnification is unavailable, the indemnifying party shall contribute to amounts paid or payable by the indemnified party in proportion to relative fault.

(e) Survival; Settlement. The obligations of the Company and Holders under this Section shall survive completion of any offering and termination of the Agreement.

2.6 Termination of Registration Rights. A Holder shall not be entitled to registration rights or related rights after all Registrable Securities have been sold or after the specified termination event.

3. RULE 144

During the Registration Period, the Company covenants that it will file reports required under the Securities Act and Exchange Act in a timely manner and, if required, make publicly available other information so long as necessary to permit sales pursuant to Rule 144.

Upon request of any Holder of Registrable Securities, the Company will deliver a written statement as to whether it has complied with such information requirements.

4. LIQUIDATED DAMAGES

(a) If the Registration Statement has not been declared effective by the Commission within days after the Closing, or if it later ceases to be effective without a successor statement, the Company agrees to pay liquidated damages to each Holder at the stated percentage of such Holder's investment.

(b) All accrued liquidated damages shall be paid by wire transfer or federal funds check. If not paid, such amount shall be deemed indebtedness bearing interest at the stated annual rate, subject to senior indebtedness provisions.

(c) All obligations of the Company set forth in this Section that are outstanding with respect to any Registrable Security at the time such security ceases to be a Registrable Security shall survive until satisfied in full.

5. MISCELLANEOUS

5.1 Governing Law; Exclusive Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York, and disputes shall be brought only in specified New York courts.

5.2 Survival. The representations, warranties, covenants, and agreements made herein shall survive any investigation made by any Holder and the closing of the transactions contemplated hereby.

5.3 Successors and Assigns. The provisions hereof shall inure to the benefit of and be binding upon the parties and permitted assignees. "Permitted Assignee" includes related persons and certain transferees.

5.4 Entire Agreement. This Agreement, including any exhibits, the Purchase Agreement and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties.

5.5 Severability. If any provision is invalid, illegal, or unenforceable, the remaining provisions shall remain in effect.

5.6 Amendment and Waiver. Amendments, modifications, supplements, waivers or consents require the specified written consent of Holders.

5.7 Delays or Omissions. No delay or omission to exercise any right shall constitute a waiver, and remedies are cumulative.

5.8 Notices. All notices, requests, consents and other communications shall be in writing and delivered to the designated addresses.

Company Notice Address

VISIBLE GENETICS INC.

700 Bay Street, Suite 1000

Toronto, Ontario

M5G 1Z6

Telephone:

Facsimile:

Attention:

Investor Notice Address

If to the Investors, at the address as set forth on the Counterpart Execution Page of this Registration Rights Agreement.

5.9 Attorneys' Fees. In the event of litigation, the prevailing party shall be entitled to recover fees, costs and expenses of enforcement.

5.10 Securities Held by the Company or its Affiliates. Registrable Securities held by the Company or its affiliates shall not be counted in certain consent calculations.

5.11 Titles and Subtitles. The titles of the sections and subsections are for convenience only.

5.12 Counterparts. This Agreement may be executed in any number of counterparts.

If this Registration Rights Agreement is satisfactory to you, please so indicate by signing a counterpart execution page to this Registration Rights Agreement and a Registration Statement Questionnaire and return such counterpart and questionnaire to the Company.

Visible Genetics Inc.
an Ontario corporation

By:

Name:

Title:

REGISTRATION RIGHTS AGREEMENT
COUNTERPART EXECUTION PAGE

By signing below, the undersigned agrees to the terms of the Visible Genetics Inc. Registration Rights Agreement.

INVESTOR:

By:

Name:

Title:

Address:

          

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Registration Rights Agreement Is and When It Matters

A Registration Rights Agreement is a contract between an issuer and certain security holders that creates an obligation or option for the issuer to register the holders' securities for public resale. Typical provisions include demand registrations, piggyback (or "coattail") rights, and S-3 or shelf registration mechanics. These agreements coordinate who may require or join an SEC registration, how offering expenses are allocated, indemnities, and any limitations such as lock-ups or cutbacks. They are commonly used in venture financings, private placements, and pre-IPO capital raises to preserve liquidity options for investors.

Why Registration Rights Matter for Issuers and Investors

Registration rights protect investors’ ability to sell equity in public markets while defining issuer obligations and cost allocations. For issuers, clear registration protocols reduce later disputes and streamline SEC filings; for investors, these rights preserve exit timing and liquidity options.

Why Registration Rights Matter for Issuers and Investors

Typical Parties Involved

The agreement is typically negotiated among the issuing company, investors receiving the securities, and counsel representing each side.

  • Issuers — Founders, CFOs, and corporate counsel who must manage SEC timing and expenses.
  • Investors — Venture capital, private equity, and anchor investors seeking resale protections and exit routes.
  • Underwriters & Advisors — Investment banks and placement agents that coordinate registrations and public offering logistics.

Each party's obligations and authority should be spelled out clearly to avoid delay when a registration is requested or required.

Who Signs and Why

Issuer CFO

Responsible for confirming the company has authority to register and for coordinating SEC counsel, underwriters, and corporate approvals. The CFO typically approves expense allocations and ensures compliance with securities law conditions in the agreement.

Investor Counsel

Negotiates the scope of registration rights, carve-outs, and indemnity language to protect resale rights. Counsel for investors also confirms transferability and coordinates piggyback provisions with other shareholders.

Essential Fields and Contract Elements

Effective Date: MM/DD/YYYY
Parties: Issuer and each holder
Securities: Class and number of shares
Registration Types: Demand, piggyback, shelf
Expense Allocation: Issuer vs holders
Indemnity: Claims and cost coverage

Key Legal and Commercial Risks

Dilution Risk: Unintended share issuance
Cost Exposure: Unallocated SEC expenses
Enforcement Cost: Litigation or arbitration
Regulatory Delay: SEC effectiveness timing
Tax Consequences: Reportable transfer events
Breach Remedies: Specific performance risk

Common Drafting and Execution Pitfalls

  • Vague definitions of registrable securities that omit convertible instruments or options, leading to later disputes about coverage and scope.
  • Missing or ambiguous expense allocation clauses that fail to state which offering costs the issuer will absorb versus those charged to holders.
  • Incorrect or absent cutback and scaling provisions, causing disproportionate allocation of limited offering space during an underwritten offering.
  • Failure to align registration mechanics with the chosen SEC form (S-1, S-3, shelf), resulting in unanticipated eligibility or disclosure requirements.

How to Complete a Registration Rights Agreement

Follow a clear sequence from preparation to execution to reduce negotiation time and ensure enforceability.

  • 01
    Prepare: Assemble term sheets, cap table, and proposed share descriptions.
  • 02
    Negotiate: Agree demand/piggyback mechanics, expense split, and indemnities.
  • 03
    Execute: Obtain authorized signatures from issuer and holders.
  • 04
    Coordinate Filing: Work with SEC counsel and underwriters on registration filings.

Typical Transaction Flow and Parties

A registration request triggers a multi-party workflow involving counsel, underwriters, and the issuer’s corporate team.

  • Request: Holder delivers written demand to issuer per agreement terms.
  • Counsel Review: Issuer and investor counsel confirm disclosure and form selection.
  • Underwriter Coordination: Underwriters determine underwriting structure and allocations.
  • SEC Filing: Counsel files registration statement and responds to SEC comments.

Core Clauses Found in Professional Agreements

An enforceable Registration Rights Agreement contains several predictable clauses; each allocates rights, costs, and remedies between issuer and holders.

Demand Rights

Allow holders to compel the issuer to file a registration statement for resale. Terms define minimum holder percentage, notice timing, allowed frequency, and any limited number of demand registrations.

Piggyback Rights

Permit holders to include shares in a registration initiated by the issuer. Clauses specify priority, allocation procedures, and protection against cutbacks during underwritten offerings.

Shelf / S-3 Rights

Describe eligibility and mechanics for shelf registration statements (S-3 or Form S-1), including conditions for automatic registrations and criteria for expedited shelf takedowns.

Expense Allocation

Assign responsibility for registration expenses: underwriting discounts, legal and accounting fees, filing costs, and whether holders indemnify issuer for certain expenses.

Indemnification

Detail indemnity scope for misstatements or omissions in registration materials and the process for defense and settlement of third-party claims.

Lock-up and Cutbacks

Set limits on resale timing (lock-ups) and provide rules for proportionate allocation or cutback of shares included in an offering when demand exceeds offering size.

How to Configure an Online Execution Workflow

Set up the e-execution flow to mirror legal steps: authentication, signature order, and document retention.

Field Configuration
Signer Authentication Email plus SMS or 2FA for higher assurance
Signing Order Sequential or parallel signer routing
Conditional Fields Show fields based on role or responses
Audit Trail Enable timestamps, IP logging, and completion certificate

Technical Considerations for eSigning and Filing

Choose a platform that supports required file formats, secure authentication, and audit capabilities for legal evidence.

  • Integrations: Salesforce, NetSuite, Google Workspace supported
  • File Formats: PDF, DOCX, HTML accepted
  • Security: TLS 1.2/1.3 in transit; AES-256 at rest

Ensure the chosen platform can deliver reproducible audit trails, export signed PDF/A files, and meet any industry compliance needs such as HIPAA or 21 CFR Part 11 when applicable.

How a Registration Rights Agreement Differs from a Stock Purchase Agreement

Compare the registration rights agreement to a stock purchase agreement to clarify scope and enforceable duties.

Criteria Registration Rights Agreement Stock Purchase Agreement
Primary Purpose enable resale rights transfer ownership
Typical Timing post-investment at closing
Main Obligations register shares upon demand provide consideration and representations
Typical Parties issuer and holders issuer and buyer

eSignature Platform Pricing and Capability Overview

Common eSignature vendors and key plan features for managing execution and bulk registration workflows; signNow is listed first per platform comparisons.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-World Examples and How the Agreement Was Used

Practical scenarios illustrate common clauses and execution outcomes from real users in similar contexts.

Optica Ventures (Brian Fitzgibbons)

A growth-stage fund required clear piggyback rights to preserve secondary liquidity for limited partners

  • The agreement limited demand registrations to defined windows to avoid market disruption
  • The negotiated expense split and cutback rules reduced later disputes and streamlined multiple coordinated registrations with underwriters.

Xerox (Kodi-Marie Evans)

A large enterprise integrated registration rights into broader equity governance for acquired units

  • Counsel prioritized S-3 eligibility language and transfer schedules
  • The final drafting enabled rapid market offerings while protecting the issuer from excessive transactional expense exposure.

Practical Tips for Clear and Enforceable Agreements

Follow these drafting and execution practices to minimize disputes and speed post-signature processes.

Use precise definitions
Define registrable securities, holders, demand thresholds, and cutback mechanics explicitly to avoid later interpretation disputes and ensure consistent application across events.
Align with SEC forms
Draft registration mechanics with the intended SEC form in mind (S-1, S-3, shelf) so eligibility, disclosure, and timing requirements are met during filings.
Specify expense allocation
State which offering costs issuer will pay and which are borne by holders, include limits, and outline reimbursement procedures to prevent post-offering cost disputes.
Preserve execution evidence
Capture signer authentication, timestamps, and a complete audit trail; store signed PDFs and certificates to support enforceability and regulatory reviews.

Key Milestones from Request to Registration Effectiveness

Typical milestone sequence and what each stage requires to move toward an effective registration statement.

01

Demand Notice Delivered

Holder submits a written demand per contract timing and method

02

Counsel and Underwriter Prep

Prepare draft registration statement and underwriter engagement

03

SEC Review Cycle

Respond to SEC comments until the statement is declared effective

04

Effectiveness and Clearance

Shares cleared for resale and logistics for distribution completed

Frequently Asked Questions and Quick Answers

Answers to common legal and execution questions about Registration Rights Agreements and electronic completion.


Need help? Contact support

Explore Templates

Occupational Tax Certificate Renewal FTB 3571 Request for Estate Income Tax Certificate Massachusetts Resale Tax Certificate Commonwealth of Virginia Sales and Use Tax Certificate of Exemption Application for Tax Certificate - City of Birmingham, Alabama Uniform Sales and Use Tax Certificate
be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.