EXHIBIT 4.1


EXECUTION COPY


REGISTRATION
RIGHTS AGREEMENT


This Registration Rights Agreement (this “Agreement”) is made and entered into as of December
29, 2006, by and among Omtool, Ltd., a Delaware corporation (the “Company”) and William J. Rynkowski, Jr.
(the “Holder”).


WHEREAS, pursuant to that certain Agreement and Plan
of Merger by and among the Company, Blue Chip Technologies Ltd., a
Massachusetts corporation, BC Acquisition, Inc., a Massachusetts corporation, Omtool
Healthcare, LLC, a Delaware limited liability company and the Holder (the “Merger Agreement”), the Company has agreed,
upon the terms and subject to the conditions of the Merger Agreement to issue
to the Holder shares of the Company’s Common Stock (the “Holder Shares”); and


WHEREAS, to induce the Holder to execute and deliver
the Merger Agreement, the Company has agreed to provide certain registration
rights with respect to the Holder Shares on the terms and conditions provided
herein.


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


1.             Definitions.  Capitalized terms used and not otherwise
defined herein that are defined in the Merger Agreement shall have the meanings
given such terms in the Merger
Agreement.  As used in this Agreement,
the following terms shall have the
following meanings:


“Advice” shall have the meaning set forth in
Section 6(e).


“Commission” means the Securities and
Exchange Commission.


“Common Stock” means the common stock of the
Company, $.01 par value per share.


“Holder” shall have the meaning set forth in
the Preamble.


“Holder Shares” shall have the meaning set
forth in the Preamble.


“Immediate Family Member” means a child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, of a natural person referred
to herein.


“Merger Agreement” shall have the meaning
set forth in the Preamble.


“Prospectus” means the prospectus included
in a Registration Statement (including, without limitation, a prospectus that
includes any information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act and any free writing prospectuses), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration
Statement, and all other









 



amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.


“Registrable Securities” means all of the Holder
Shares, together with any shares of Common Stock issued or issuable upon any
stock split, dividend or other distribution, recapitalization or similar event
with respect to the foregoing; provided, however, that Holder
Shares that are Registrable Securities shall cease to be Registrable Securities
(a) upon any sale of such shares pursuant to a Registration Statement or Rule
144 under the Securities Act; (b) upon any sale or transfer of such shares in
any manner to a person or entity that, by virtue of Section 6(h) of this
Agreement, is not entitled to the rights provided by this Agreement; or (c) if
such Holder Shares are then eligible for resale under Rule 144(k) under the Securities
Act (or its successor).


“Registration Statement” means a registration
statement filed hereunder, including (in each case) the Prospectus, amendments
and supplements to the registration statement or Prospectus, including pre- and
post-effective amendments and free writing prospectuses, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by
reference in the registration statement.


“Rule 144” means Rule 144 promulgated by the
Commission pursuant to the Securities Act, as such rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.


“Securities Act” means the Securities Act of
1933, as amended.


“Selling Expenses” means all underwriting
discounts, selling commissions, and stock transfer taxes applicable to the sale
of Registrable Securities, and fees and disbursements of counsel for the
Holder.


2.             Piggyback Registration.


(a)           Whenever
the Company proposes to register any securities under the Securities Act, which
registration includes a secondary component for the account of existing securityholders,
other than a registration statement (i) on Forms S-4 or S-8 or their successors;
(ii) on another form not available for registering the Registrable Securities
for sale to the Public; (iii) covering only securities issued or proposed to be
issued in exchange for securities or assets of another corporation or business;
or (iv) on Forms S-1 or S-3 or another form solely to register securities in
connection with a financing of the Company and with respect to which no shares
are included for the account of any party other than the Company and/or
participants in such financing (such as investors, placement agents and their
transferees), the Company shall give the Holder prompt written notice of its
intent to do so.  Upon the written
request of the Holder given within 10 days after receipt of such notice, the
Company will cause to be included in the secondary component of such
registration all of the Registrable Securities that such holder requests; provided
that the Company shall have the right to withdraw, reduce, postpone, delay or
cancel any registration made under this Section 2 without liability, obligation
or notice to the Holder or otherwise; and provided further that, in the
event that all securities that existing securityholders request to be included
in the secondary component of such registration cannot be



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so included,
the number of Registrable Securities and other securities of existing
securityholders electing to participate in such secondary component shall be
determined by the relative proportionate ownership of the shares of Common
Stock outstanding on the date of the Company’s notice (assuming conversion,
exercise or exchange, directly or indirectly, of all outstanding securities of
the Company into shares of Common Stock) held by all existing securityholders
electing to participate in such secondary component (“Proportionate Registration”).


(b)           In
connection with any offering involving an underwriting of shares of the Company’s
capital stock pursuant to this Section 2, the Company shall not be required to
include any of the Registrable Securities in such underwriting unless the
Holder accepts the terms of the underwriting as agreed upon between the Company
and its underwriters, and then only in such quantity as the underwriters in
their sole discretion determine will not jeopardize the success of the offering
by the Company.  If the total number of
securities, including Registrable Securities, requested by securityholders to
be include in such offering exceeds the number of securities to be sold in the
secondary component of the registration that the underwriters in their
reasonable discretion determine is compatible with the success of the offering,
then the Company shall be required to include in the offering only that number
of such securities, including Registrable Securities, which the underwriters
and the Company in their sole discretion determine will not jeopardize the
success of the offering, and in such event the number of Registrable Securities
to be included in such offering shall be reduced to achieve Proportionate Registration.


3.             Registration
Procedures.


In connection with the Company’s registration
obligations hereunder, the Company shall:


(a)           Prepare
and file with the Commission a Registration Statement with respect to the
Registrable Securities and use its commercially reasonably efforts to cause
that Registration Statement to become and remain effective;


(b)           Use
its commercially reasonable efforts to prepare and file with the Commission any
amendments and supplements to the Registration Statement and the Prospectus as
may be necessary to keep the Registration Statement effective and to comply
with the provisions of the Securities Act with respect to the disposition of
the Registrable Securities covered by such Registration Statement, until the
earlier of the sale of all Registrable Securities covered thereby or one
hundred eighty (180) days after the effective date thereof;


(c)           Furnish
to the Holder such reasonable numbers of copies of the Prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents as the Holder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Securities
covered by the Registration Statement;


(d)           Register
or qualify the Registrable Securities covered by the Registration Statement
under the securities or Blue Sky laws of such states as the Holder shall
reasonably request, and do all other acts and things that may be necessary or
desirable to enable the Holder to consummate the public sale or other
disposition in such states of the Registrable Securities



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owned by the
Holder; provided, however,
that the Company shall not be required in connection with this paragraph (d) to
qualify as a foreign corporation or execute a general consent to service of
process in any jurisdiction;


(e)           Use
its commercially reasonable efforts to notify the Holder at any time when a
Prospectus relating to Registrable Securities covered by a Registration
Statement is required to be delivered under the Securities Act or the happening
of any event as a result of which the Prospectus included in such Registration
Statement, as then in effect, includes an untrue statement of material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing.  If the Company has so notified
the Holder, the Holder shall immediately cease making offers of Registrable
Securities until the Company has further notified the Holder that the Holder
may resume making offers of Registrable Securities using such Prospectus and/or
the Prospectus is amended to comply with the requirements of the Securities Act
and the Company has provided the Holder with such amended prospectuses and,
following receipt of the amended prospectus, the Holder shall be free to resume
making offers of the Registrable Securities under such amended prospectus.


(f)            Cause
all such Registrable Securities registered hereunder to be listed on each
securities exchange or, if applicable, trading system, on which similar
securities issued by the Company are then listed; and


(g)           Provide
a transfer agent and registrar for all Registrable Securities registered
hereunder and a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration.


4.             Registration
Expenses.  All expenses (other than
Selling Expenses) incurred in connection with registrations, filings, or
qualifications pursuant to this Agreement, including all registration, filing,
and qualification fees; printers’ and accounting fees; and fees and
disbursements of counsel for the Company, shall be borne and paid by the
Company.  All Selling Expenses shall be
borne and paid by the Holder.


5.             Restrictions on
Transfer.  


(a)           The
Registrable Securities shall not be sold, pledged, or otherwise transferred,
and the Company shall not recognize any such sale, pledge, or transfer, except
upon the conditions specified in this Agreement, which conditions are intended
to ensure compliance with the provisions of the Securities Act.  The Holder will cause any proposed purchaser,
pledge, or transferee of the Registrable Securities held by the Holder to agree
to take and hold such securities subject to the restrictions on transfer
specified in this Agreement.


(b)           Before
any proposed sale, pledge, or transfer of the Registrable Securities, unless
there is then in effect a Registration Statement including such securities, the
Holder shall give notice to the Company of such Holder’s intention to effect
such sale, pledge or transfer.  Each such
notice shall describe the manner and circumstances of the proposed sale, pledge
or transfer in sufficient detail and, if reasonably requested by the Company,
shall be accompanied at such Holder’s expense by either (i) a written opinion
of legal counsel who shall, and whose legal



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opinion shall,
be reasonably satisfactory to the Company, addressed to the Company, to the
effect that the proposed transaction may be effected without registration under
the Securities Act; (ii) a “no action” letter from the Commission to the effect
that the proposed sale, pledge or transfer of such Registrable Securities
without registration will not result in a recommendation by the staff of the Commission
that action be taken with respect thereto; or (iii) any other evidence
reasonably satisfactory to counsel to the Company to the effect that the
proposed sale, pledge or transfer of the Registrable Securities may be effected
without registration under the Securities Act, whereupon the Holder shall be
entitled to sell, pledge or transfer such Registrable Securities in accordance
with the terms of the notice given by the Holder to the Company.


6.             Miscellaneous


(a)           Termination
of Registration Rights.  The right of
the Holder to request registration or inclusion of Registrable Securities in
any registration hereunder shall terminate (i) upon the later of the Holder’s
right to sell the Registrable Securities without restriction under Rule 144 or the
second anniversary of the Closing or, if earlier, (ii) upon the merger,
combination, consolidation, or sale or exchange of outstanding capital stock of
the Company to or with another entity when shareholders of the Company, as
such, do not own a majority of the outstanding capital stock of the surviving
or acquiring entity immediately following such transaction.


(b)           Furnish
Information.  The Holder shall
furnish to the Company such information regarding such Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.


(c)           No
Delay of Registration.  The Holder
shall have no right to obtain or seek an injunction restraining or otherwise
delaying any registration pursuant to this Agreement as the result of any
controversy that might arise with respect to the interpretation or implementation
of this Agreement.


(d)           Compliance.  The Holder covenants and agrees that it will
comply with the Prospectus delivery requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities pursuant to
the Registration Statement and shall only sell or distribute the Registrable Shares
in those jurisdictions in which such Holder is authorized to do so.


(e)           Discontinued
Disposition.  The Holder agrees by
its acquisition of the Registrable Securities that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in
Section 3(e), such Holder will forthwith discontinue disposition of such
Registrable Securities under the Registration Statement until such Holder’s
receipt of the copies of the supplemented Prospectus and/or amended
Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement.  In addition, the Company may withdraw, delay,
suspend or terminate any registration that includes Registrable Securities at
any time and for any or no reason without incurring any



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penalty or
other obligation or liability of any nature to the Holder. The Company may
provide appropriate stop orders to enforce the provisions of this Section 6(e).


(f)            Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the same shall be in writing and
signed by the Company and the Holder.


(g)           Notices.  Any and all notices or other communications
or deliveries required or permitted to be provided hereunder shall be made in
accordance with the provisions of the Merger Agreement.


(h)           Successors
and Assigns.  The rights under this
Agreement may be assigned (but only with all related obligations) by the Holder
only to a transferee of Registrable Securities that is the an Immediate Family
Member of the Holder or trust for the benefit of the Holder or one or more of
the Holder’s Immediate Family Members; provided, however, that
(i) the Company is, within a reasonable time of such transfer, furnished with
written notice of the name and address of such transferee and the Registrable
Securities with respect to which such rights and obligations are being
transferred; and (ii) such transferee agrees in a written instrument delivered
to the Company to be bound by and subject to the terms and conditions of this
Agreement.  The terms and conditions of
this Agreement inure to the benefit of and are binding upon the respective
successors and permitted assignees of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided herein.


(i)            Execution
and Counterparts.  This Agreement may
be executed in any number of counterparts, each of which when so executed shall
be deemed to be an original and, all of which taken together shall constitute
one and the same agreement.  In the event
that any signature is delivered by facsimile transmission, such signature shall
create a valid binding obligation of the party executing (or on whose behalf
such signature is executed) the same with the same force and effect as if such
facsimile signature were the original thereof.


(j)            Governing Law.  This Agreement, and any matter arising
hereunder or in connection herewith, shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts, without regard
to its conflicts of laws provisions.


(k)           Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.   It is hereby stipulated and declared to
be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such
that may be hereafter declared invalid, illegal, void or unenforceable.


(l)            Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.



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(m)          Pronouns.  For purposes of this Agreement, whenever the
context requires, the singular number shall include the plural, and vice versa;
the masculine gender shall include the feminine and neuter genders; the
feminine gender shall include the masculine and neuter genders; and the neuter
gender shall include the masculine and feminine genders.


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left blank.  Signature page follows.]



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IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.


 


	
  

  	
   

  	
  OMTOOL, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Robert L. Voelk

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert L. Voelk

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ William J. Rynkowski, Jr.

  	
   

  
	
   

  	
   

  	
  William J. Rynkowski, Jr.

  



 


 


[SIGNATURE PAGE TO
REGISTRATION RIGHTS AGREEMENT]