PIGGYBACK REGISTRATION RIGHTS AGREEMENT
This Agreement dated as of January 2, 2001 is entered into by and among Vision-Sciences, Inc., a Delaware
corporation (the "Company"), and the individuals and entities listed on EXHIBIT A attached hereto (the
WHEREAS, the Company has sold to the Purchasers an aggregate of 5,587,418 shares (the `Shares") of
Common Stock (as defined below).
WHEREAS, the Company and the Purchasers desire to provide for certain arrangements with respect to the
registration of shares of capital stock of the Company under the Securities Act of 1933,
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the
parties hereto agree as follows:
1. CERTAIN DEFINITIONS.
As used in this Agreement, the following terms shall have the following respective meanings:
"COMMISSION" means the Securities and Exchange Commission, or any other federal agency at the time
administering the Securities Act.
"COMMON STOCK" means the common stock, $0.01 par value per share, of the Company.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or any successor federal statute,
and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in
"OTHER HOLDERS" means any holders of securities of the Company (other than the Stockholders) who are
entitled, by contract with the Company, to have securities included in a registration.
"PROSPECTUS" means the prospectus included in any Registration Statement, as amended or supplemented by
an amendment or prospectus supplement, including post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference in such Prospectus.
"REGISTRATION STATEMENT" means a registration statement filed by the Company with the Commission
for a public offering and sale of securities of the Company (other than a registration statement on Form S-8