EXHIBIT 2.2
EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 26, 2000, between Sundowner
Investments Limited ("Purchaser"), and Sand Technology Inc. (the "Company").
WHEREAS, simultaneously with the execution and delivery of this Agreement, pursuant to a Common Share
Purchase Agreement dated the date hereof (the "Purchase Agreement") the Purchaser has committed to purchase
up to $30,000,000 worth of the Company's Common Shares (terms not defined herein shall have the meanings
ascribed to them in the Purchase Agreement); and
WHEREAS, the Company desires to grant to the Purchaser the registration rights set forth herein with respect to
the Shares and the Shares issuable upon exercise of the Warrants from time to time (the "Warrant Shares")
(hereinafter referred to collectively as the "Stock" or "Securities" of the Company).
NOW, THEREFORE, the parties hereto mutually agree as follows:
Section 1. REGISTRABLE SECURITIES. As used herein the term "Registrable Security" means the Securities
until (i) all Securities have been disposed of pursuant to the Registration Statement, (ii) all Securities have been
sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in
force) under the Securities Act ("Rule 144") are met,
(iii) all Securities have been otherwise transferred to persons who may trade such Securities without restriction
under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for
such Securities not bearing a restrictive legend (iv) such time as, in the opinion of counsel to the Company, all
Securities may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar
provision then in effect) under the Securities Act or (v) all Securities held by the Purchaser may be sold without
registration under Rule 144 during any 90 day period. The term "Registrable Securities" means any and/or all of
the securities