Filed by Automated Filing Services Inc. (604) 609-0244 - Cyberkinetics Neurotechnology Systems, Inc. - Exhibit 4.2







EXHIBIT 4.2 

REGISTRATION RIGHTS AGREEMENT

EXHIBIT A

                                         This
  Registration Rights Agreement (this "Agreement") is made and entered
  into as of November 4, 2004, by and among Cyberkinetics Neurotechnology Systems,
  Inc., a Delaware corporation (the "Company"), and the purchasers signatory
  hereto (each such purchaser, a "Purchaser" and collectively, the "Purchasers").


                                         This
  Agreement is made pursuant to the Securities Purchase Agreement, dated as of
  the date hereof among the Company and the Purchasers (the "Purchase Agreement").


                                         The
  Company and the Purchasers hereby agree as follows:

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

                     "Advice"
  shall have the meaning set forth in Section 6(d).

                    "Effectiveness
  Date" means, with respect to the Registration Statement required to be filed
  hereunder, the earlier of (a) the 90th calendar day following the
  date of the Purchase Agreement (the 120th calendar day in the case
  of a "full review" by the Commission), and (b) the fifth Trading Day following
  the date on which the Company is notified by the Commission that the Registration
  Statement will not be reviewed or is no longer subject to further review and
  comments. 

                    "Effectiveness
  Period" shall have the meaning set forth in Section 2(a).

                    "Event"
  shall have the meaning set forth in Section 2(b).

                    "Event
  Date" shall have the meaning set forth in Section 2(b).

                    "Filing
  Date" means, with respect to the Registration Statement required to be filed
  hereunder, the 30th calendar day following the date of the Purchase
  Agreement. 

                    "Holder"
  or "Holders" means the holder or holders, as the case may be, from time
  to time of Registrable Securities. 

                    "Indemnified
  Party" shall have the meaning set forth in Section 5(c).

                    "Indemnifying
  Party" shall have the meaning set forth in Section 5(c).

                    "Losses"
  shall have the meaning set forth in Section 5(a).

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                    "Plan
  of Distribution" shall have the meaning set forth in Section 2(a).

                    "Proceeding"
  means an action, claim, suit, investigation or proceeding (including, without
  limitation, an investigation or partial proceeding, such as a deposition), whether
  commenced or threatened. 

                    "Prospectus"
  means the prospectus included in the 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), 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 the 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, as to this Agreement only, all of the 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. 

                    "Registration
  Statement" means the registration statements required to be filed hereunder,
  including (in each case) the Prospectus, amendments and supplements to the registration
  statement or Prospectus, including pre- and post-effective amendments, all exhibits
  thereto, and all material incorporated by reference or deemed to be incorporated
  by reference in the registration statement. 

                    "Rule
  415" means Rule 415 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 purpose and
  effect as such Rule. 

                    "Rule
  424" means Rule 424 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 purpose and
  effect as such Rule. 

                    "Selling
  Shareholder Questionnaire" shall have the meaning set forth in Section 3(a).


                     2.                
  Registration.

                    (a)           
  On or prior to the Filing Date, the Company shall prepare and file with the
  Commission the Registration Statement covering the resale of all of the Registrable
  Securities for an offering to be made on a continuous basis pursuant to Rule
  415. The Registration Statement required hereunder shall be on Form SB-2 (except
  if the Company is not then eligible to register for resale the Registrable Securities
  on Form SB-2, in which case the Registration shall be on another appropriate
  form in accordance herewith). The Registration Statement required hereunder
  shall contain (except if otherwise directed

 2





by the Holders) substantially the "Plan
  of Distribution" attached hereto as Annex A. Subject to the terms
  of this Agreement, the Company shall use its best efforts to cause the Registration
  Statement to be declared effective under the Securities Act as promptly as possible
  after the filing thereof, but in any event not later than the Effectiveness
  Date, and shall use its best efforts to keep the Registration Statement continuously
  effective under the Securities Act until the date when all Registrable Securities
  covered by the Registration Statement have been sold or may be sold without
  volume restrictions pursuant to Rule 144(k) as determined by the counsel to
  the Company pursuant to a written opinion letter to such effect, addressed and
  acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness
  Period").

                    (b)           
  If: (i) a Registration Statement is not filed on or prior to the Filing Date
  (if the Company files a Registration Statement without affording the Holder
  the opportunity to review and comment on the same as required by Section 3(a),
  the Company shall not be deemed to have satisfied this clause (i)), or (ii)
  the Company fails to file with the Commission a request for acceleration in
  accordance with Rule 461 promulgated under the Securities Act, within five Trading
  Days of the date that the Company is notified (orally or in writing, whichever
  is earlier) by the Commission that a Registration Statement will not be "reviewed,"
  or is not subject to further review, or (iii) prior to the date when such Registration
  Statement is first declared effective by the Commission, the Company fails to
  file a pre-effective amendment and otherwise respond in writing to comments
  made by the Commission in respect of such Registration Statement within 20 calendar
  days after the receipt of comments by or notice from the Commission that such
  amendment is required in order for a Registration Statement to be declared effective,
  or (iv) a Registration Statement filed or required to be filed hereunder is
  not declared effective by the Commission on or before the Effectiveness Date,
  or (v) after a Registration Statement is first declared effective by the Commission,
  it ceases for any reason to remain continuously effective as to all Registrable
  Securities for which it is required to be effective, or the Holders are not
  permitted to utilize the Prospectus therein to resell such Registrable Securities,
  for in any such case 10 consecutive calendar days but no more than an aggregate
  of 15 calendar days during any 12 month period (which need not be consecutive
  Trading Days)(any such failure or breach being referred to as an "Event,"
  and for purposes of clause (i) or (iv) the date on which such Event occurs,
  or for purposes of clause (ii) the date on which such five Trading Day period
  is exceeded, or for purposes of clause (iii) the date which such 20 calendar
  day period is exceeded, or for purposes of clause (v) the date on which such
  10 or 15 calendar day period, as applicable, is exceeded being referred to as
  "Event Date"), then in addition to any other rights the Holders may have
  hereunder or under applicable law, then, on each such Event Date and on each
  monthly anniversary of each such Event Date (if the applicable Event shall not
  have been cured by such date) until the applicable Event is cured, the Company
  shall pay to each Holder an amount in cash, as partial liquidated damages and
  not as a penalty, equal to 1.5% of the aggregate purchase price paid by such
  Holder pursuant to the Purchase Agreement for any Registrable Securities then
  held by such Holder. If the Company fails to pay any partial liquidated damages
  pursuant to this Section in full within seven days after the date payable, the
  Company will pay interest thereon at a rate of 12% per annum (or such lesser
  maximum amount that is permitted to be paid by applicable law) to the Holder,
  accruing daily from the date such partial liquidated

 3





damages are due until such amounts,
  plus all such interest thereon, are paid in full. The partial liquidated damages
  pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion
  of a month prior to the cure of an Event. Notwithstanding anything herein to
  the contrary, if an Event or the continuation of an Event is caused solely as
  a result of an act or omission by a Holder, the Company shall not be liable
  to pay liquidated damages to such Holder that otherwise would result on account
  of such Event or continuation of an Event. 

                     3.                
  Registration Procedures 

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

                    (a)           
  Not less than five Trading Days prior to the filing of the Registration Statement
  or any related Prospectus or any amendment or supplement thereto, the Company
  shall, (i) furnish to the Holders copies of any disclosure relating to the Holders,
  including but not limited to the entire Selling Stockholder and Plan of Distribution
  sections which sections shall be subject to the review of such Holders, and
  (ii) cause its officers and directors, counsel and independent certified public
  accountants to respond to such inquiries as shall be necessary, in the reasonable
  opinion of respective counsel to conduct a reasonable investigation within the
  meaning of the Securities Act. The Company shall not file the Registration Statement
  or any such Prospectus or any amendments or supplements thereto to which the
  Holders of a majority of the Registrable Securities shall reasonably object
  in good faith, provided that the Company is notified of such objection in writing
  no later than 2 Trading Days after the Holders have been so furnished copies
  of such documents. Prior to any filing relating to the Registration Statement,
  each Holder agrees to furnish to the Company a completed Questionnaire in the
  form attached to this Agreement as Annex B (a "Selling Shareholder
  Questionnaire") within five Trading Days of written request by the
  Company.

                    (b)           
  (i) Prepare and file with the Commission such amendments, including post-effective
  amendments, to the Registration Statement and the Prospectus used in connection
  therewith as may be necessary to keep the Registration Statement continuously
  effective as to the applicable Registrable Securities for the Effectiveness
  Period and prepare and file with the Commission such additional Registration
  Statements in order to register for resale under the Securities Act all of the
  Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented
  by any required Prospectus supplement, and as so supplemented or amended to
  be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible
  to any comments received from the Commission with respect to the Registration
  Statement or any amendment thereto and, as promptly as reasonably possible,
  upon request, provide the Holders upon request true and complete copies of all
  correspondence from and to the Commission relating to the Registration Statement;
  and (iv) comply in all material respects with the provisions of the Securities
  Act and the Exchange Act with respect to the disposition of all Registrable
  Securities covered by the Registration Statement during the applicable period
  in accordance with the intended methods of disposition by the Holders thereof
  set forth in the Registration Statement as so amended or in such Prospectus
  as so supplemented. 

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                    (c)           
  Notify the Holders of Registrable Securities to be sold as promptly as reasonably
  possible and (if requested by any such Person) confirm such notice in writing
  promptly following the day (i)(A) when a Prospectus or any Prospectus supplement
  or post-effective amendment to the Registration Statement is proposed to be
  filed; (B) when the Commission notifies the Company whether there will be a
  "review" of the Registration Statement and whenever the Commission comments
  in writing on the Registration Statement (the Company shall upon request provide
  true and complete copies thereof and all written responses thereto to each of
  the Holders); and (C) with respect to the Registration Statement or any post-effective
  amendment, when the same has become effective; (ii) of any request by the Commission
  or any other Federal or state governmental authority during the period of effectiveness
  of the Registration Statement for amendments or supplements to the Registration
  Statement or Prospectus or for additional information; (iii) of the issuance
  by the Commission or any other federal or state governmental authority of any
  stop order suspending the effectiveness of the Registration Statement covering
  any or all of the Registrable Securities or the initiation of any Proceedings
  for that purpose; (iv) of the receipt by the Company of any notification with
  respect to the suspension of the qualification or exemption from qualification
  of any of the Registrable Securities for sale in any jurisdiction, or the initiation
  or threatening of any Proceeding for such purpose; and (v) of the occurrence
  of any event or passage of time that makes the financial statements included
  in the Registration Statement ineligible for inclusion therein or any statement
  made in the Registration Statement or Prospectus or any document incorporated
  or deemed to be incorporated therein by reference untrue in any material respect
  or that requires any revisions to the Registration Statement, Prospectus or
  other documents so that, in the case of the Registration Statement or the Prospectus,
  as the case may be, it will not contain any untrue statement of a material fact
  or omit to state any material fact required to be stated therein or necessary
  to make the statements therein, in light of the circumstances under which they
  were made, not misleading. 

                    (d)           
  Use commercially reasonable efforts to avoid the issuance of, or, if issued,
  obtain the withdrawal of (i) any order suspending the effectiveness of the Registration
  Statement, or (ii) any suspension of the qualification (or exemption from qualification)
  of any of the Registrable Securities for sale in any jurisdiction, at the earliest
  practicable moment. 

                    (e)           
  Furnish to each Holder, without charge and upon request, at least one conformed
  copy of the Registration Statement and each amendment thereto, including financial
  statements and schedules, all documents incorporated or deemed to be incorporated
  therein by reference to the extent requested by such Person, and all exhibits
  to the extent requested by such Person (including those previously furnished
  or incorporated by reference) promptly after the filing of such documents with
  the Commission. 

                    (f)           
  Promptly deliver to each Holder, without charge and upon request, as many copies
  of the Prospectus or Prospectuses (including each form of prospectus) and each
  amendment or supplement thereto as such Persons may reasonably request in connection
  with resales by the Holder of Registrable Securities. Subject to the terms of

 5





this Agreement, the Company hereby consents
  to the use of such Prospectus and each amendment or supplement thereto by each
  of the selling Holders in connection with the offering and sale of the Registrable
  Securities covered by such Prospectus and any amendment or supplement thereto,
  except after the giving on any notice pursuant to Section 3(c). 

                    (g)           
  Prior to any resale of Registrable Securities by a Holder, use its commercially
  reasonable efforts to register or qualify or cooperate with the selling Holders
  in connection with the registration or qualification (or exemption from the
  Registration or qualification) of such Registrable Securities for the resale
  by the Holder under the securities or Blue Sky laws of such jurisdictions within
  the United States as any Holder reasonably requests in writing, to keep the
  Registration or qualification (or exemption therefrom) effective during the
  Effectiveness Period and to do any and all other acts or things reasonably necessary
  to enable the disposition in such jurisdictions of the Registrable Securities
  covered by the Registration Statement; provided, that the Company shall
  not be required to qualify generally to do business in any jurisdiction where
  it is not then so qualified, subject the Company to any tax in any such jurisdiction
  where it is not then so subject or file a general consent to service of process
  in any such jurisdiction. 

                    (h)           
  If requested by the Holders, cooperate with the Holders to facilitate the timely
  preparation and delivery of certificates representing Registrable Securities
  to be delivered to a transferee pursuant to the Registration Statement, which
  certificates shall be free, to the extent permitted by the Purchase Agreement,
  of all restrictive legends, and to enable such Registrable Securities to be
  in such denominations and registered in such names as any such Holders may request.

                    (i)           
  Upon the occurrence of any event contemplated by Section 3(c)(v), as promptly
  as reasonably possible, prepare a supplement or amendment, including a post-effective
  amendment, to the Registration Statement or a supplement to the related Prospectus
  or any document incorporated or deemed to be incorporated therein by reference,
  and file any other required document so that, as thereafter delivered, neither
  the Registration Statement nor such Prospectus will contain an untrue statement
  of a material fact or omit to state a material fact required to be stated therein
  or necessary to make the statements therein, in light of the circumstances under
  which they were made, not misleading. If the Company notifies the Holders in
  accordance with clauses (ii) through (v) of Section 3(c) above to suspend the
  use of any Prospectus until the requisite changes to such Prospectus have been
  made, then the Holders shall suspend use of such Prospectus. The Company will
  use its best efforts to ensure that the use of the Prospectus may be resumed
  as promptly as is practicable. The Company shall be entitled to exercise its
  right under this Section 3(i) to suspend the availability of a Registration
  Statement and Prospectus, subject to the payment of partial liquidated damages
  pursuant to Section 2(b), for a period not to exceed 60 days (which need not
  be consecutive days) in any 12 month period. 

                    (j)           
  Comply with all applicable rules and regulations of the Commission.

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                    (k)           
  The Company may require each selling Holder to furnish to the Company a certified
  statement as to the number of shares of Common Stock beneficially owned by such
  Holder and, if required by the Commission, the person thereof that has voting
  and dispositive control over the Shares. During any periods that the Company
  is unable to meet its obligations hereunder with respect to the registration
  of the Registrable Securities solely because any Holder fails to furnish such
  information within three Trading Days of the Company's request, any liquidated
  damages that are accruing at such time as to such Holder only shall be tolled
  and any Event that may otherwise occur solely because of such delay shall be
  suspended as to such Holder only, until such information is delivered to the
  Company. 

                  4.                
  Registration Expenses. All fees and expenses incident to the performance
  of or compliance with this Agreement by the Company shall be borne by the Company
  whether or not any Registrable Securities are sold pursuant to the Registration
  Statement. The fees and expenses referred to in the foregoing sentence shall
  include, without limitation, (i) all registration and filing fees (including,
  without limitation, fees and expenses with respect to filings required to be
  made with the Trading Market on which the Common Stock is then listed for trading,
  (ii) printing expenses (including, without limitation, expenses of printing
  certificates for Registrable Securities and of printing prospectuses if the
  printing of prospectuses is reasonably requested by the holders of a majority
  of the Registrable Securities included in the Registration Statement), (iii)
  messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel
  for the Company, (v) Securities Act liability insurance, if the Company so desires
  such insurance, and (vi) fees and expenses of all other Persons retained by
  the Company in connection with the consummation of the transactions contemplated
  by this Agreement. In addition, the Company shall be responsible for all of
  its internal expenses incurred in connection with the consummation of the transactions
  contemplated by this Agreement (including, without limitation, all salaries
  and expenses of its officers and employees performing legal or accounting duties),
  the expense of any annual audit and the fees and expenses incurred in connection
  with the listing of the Registrable Securities on any securities exchange as
  required hereunder. In no event shall the Company be responsible for any broker
  or similar commissions or, except to the extent provided for in the Transaction
  Documents, any legal fees or other costs of the Holders. 

                 5.                
Indemnification

                    (a)           
  Indemnification by the Company. The Company shall, notwithstanding any
  termination of this Agreement, indemnify and hold harmless each Holder, the
  officers, directors, agents and employees of each of them, each Person who controls
  any such Holder (within the meaning of Section 15 of the Securities Act or Section
  20 of the Exchange Act) and the officers, directors, agents and employees of
  each such controlling Person, to the fullest extent permitted by applicable
  law, from and against any and all losses, claims, damages, liabilities, costs
  (including, without limitation, reasonable attorneys' fees) and expenses (collectively,
  "Losses"), as incurred, arising out of or relating to any untrue or alleged
  untrue statement of a material fact contained in the Registration Statement,
  any Prospectus or any form of prospectus or in any amendment or supplement thereto
  or in any preliminary prospectus, or arising out of or relating to any omission
  or alleged omission of a material fact required to be stated therein or necessary
  to make the statements therein (in the case of any Prospectus or form of prospectus
  or

 7





supplement thereto, in light of the
  circumstances under which they were made) not misleading, except to the extent,
  but only to the extent, that (i) such untrue statements or omissions are based
  solely upon information regarding such Holder furnished in writing to the Company
  by such Holder expressly for use therein, or to the extent that such information
  relates to such Holder or such Holder's proposed method of distribution of Registrable
  Securities and was reviewed and expressly approved in writing by such Holder
  expressly for use in the Registration Statement, such Prospectus or such form
  of Prospectus or in any amendment or supplement thereto (it being understood
  that the Holder has approved Annex A hereto for this purpose) or (ii) in the
  case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v),
  the use by such Holder of an outdated or defective Prospectus after the Company
  has notified such Holder in writing that the Prospectus is outdated or defective
  and prior to the receipt by such Holder of the Advice contemplated in Section
  6(d). The Company shall notify the Holders promptly of the institution, threat
  or assertion of any Proceeding of which the Company is aware in connection with
  the transactions contemplated by this Agreement. 

                    (b)           
  Indemnification by Holders. Each Holder shall, severally and not jointly,
  indemnify and hold harmless the Company, its directors, officers, agents and
  employees, each Person who controls the Company (within the meaning of Section
  15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
  officers, agents or employees of such controlling Persons, to the fullest extent
  permitted by applicable law, from and against all Losses, as incurred, to the
  extent arising out of or based solely upon: (x) such Holder's failure to comply
  with the prospectus delivery requirements of the Securities Act or (y) any untrue
  or alleged untrue statement of a material fact contained in any Registration
  Statement, any Prospectus, or any form of prospectus, or in any amendment or
  supplement thereto or in any preliminary prospectus, or arising out of or relating
  to any omission or alleged omission of a material fact required to be stated
  therein or necessary to make the statements therein not misleading (i) to the
  extent, but only to the extent, that such untrue statement or omission is contained
  in any information so furnished in writing by such Holder to the Company specifically
  for inclusion in the Registration Statement or such Prospectus or (ii) to the
  extent that (1) such untrue statements or omissions are based solely upon information
  regarding such Holder furnished in writing to the Company by such Holder expressly
  for use therein, or to the extent that such information relates to such Holder
  or such Holder's proposed method of distribution of Registrable Securities and
  was reviewed and expressly approved in writing by such Holder expressly for
  use in the Registration Statement (it being understood that the Holder has approved
  Annex A hereto for this purpose), such Prospectus or such form of Prospectus
  or in any amendment or supplement thereto or (2) in the case of an occurrence
  of an event of the type specified in Section 3(c)(ii)-(v), the use by such Holder
  of an outdated or defective Prospectus after the Company has notified such Holder
  in writing that the Prospectus is outdated or defective and prior to the receipt
  by such Holder of the Advice contemplated in Section 6(d). In no event shall
  the liability of any selling Holder hereunder be greater in amount than the
  dollar amount of the net proceeds received by such Holder upon the sale of the
  Registrable Securities giving rise to such indemnification obligation. 

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                    (c)           
  Conduct of Indemnification Proceedings. If any Proceeding shall be brought
  or asserted against any Person entitled to indemnity hereunder (an "Indemnified
  Party"), such Indemnified Party shall promptly notify the Person from whom
  indemnity is sought (the "Indemnifying Party") in writing, and the Indemnifying
  Party shall have the right to assume the defense thereof, including the employment
  of counsel reasonably satisfactory to the Indemnified Party and the payment
  of all fees and expenses incurred in connection with defense thereof; provided,
  that the failure of any Indemnified Party to give such notice shall not relieve
  the Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
  except (and only) to the extent that it shall be finally determined by a court
  of competent jurisdiction (which determination is not subject to appeal or further
  review) that such failure shall have prejudiced the Indemnifying Party. 

                    An
  Indemnified Party shall have the right to employ separate counsel in any such
  Proceeding and to participate in the defense thereof, but the fees and expenses
  of such counsel shall be at the expense of such Indemnified Party or Parties
  unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
  expenses; (2) the Indemnifying Party shall have failed promptly to assume the
  defense of such Proceeding and to employ counsel reasonably satisfactory to
  such Indemnified Party in any such Proceeding; or (3) the named parties to any
  such Proceeding (including any impleaded parties) include both such Indemnified
  Party and the Indemnifying Party, and such Indemnified Party shall reasonably
  believe that a material conflict of interest is likely to exist if the same
  counsel were to represent such Indemnified Party and the Indemnifying Party
  (in which case, if such Indemnified Party notifies the Indemnifying Party in
  writing that it elects to employ separate counsel at the expense of the Indemnifying
  Party, the Indemnifying Party shall not have the right to assume the defense
  thereof and the reasonable fees and expenses of one separate counsel shall be
  at the expense of the Indemnifying Party). The Indemnifying Party shall not
  be liable for any settlement of any such Proceeding effected without its written
  consent, which consent shall not be unreasonably withheld. No Indemnifying Party
  shall, without the prior written consent of the Indemnified Party, effect any
  settlement of any pending Proceeding in respect of which any Indemnified Party
  is a party, unless such settlement includes an unconditional release of such
  Indemnified Party from all liability on claims that are the subject matter of
  such Proceeding. 

                    Subject
  to the terms of this Agreement, all reasonable fees and expenses of the Indemnified
  Party (including reasonable fees and expenses to the extent incurred in connection
  with investigating or preparing to defend such Proceeding in a manner not inconsistent
  with this Section) shall be paid to the Indemnified Party, as incurred, within
  ten Trading Days of written notice thereof to the Indemnifying Party; provided,
  that the Indemnified Party shall promptly reimburse the Indemnifying Party for
  that portion of such fees and expenses applicable to such actions for which
  such Indemnified Party is not entitled to indemnification hereunder, determined
  based upon the relative faults of the parties. 

                    (d)           
  Contribution. If a claim for indemnification under Section 5(a) or 5(b)
  is unavailable to an Indemnified Party (by reason of public policy or otherwise),
  then each Indemnifying Party, in lieu of indemnifying such Indemnified Party,
  shall contribute to

 9





the amount paid or payable by such Indemnified
  Party as a result of such Losses, in such proportion as is appropriate to reflect
  the relative fault of the Indemnifying Party and Indemnified Party in connection
  with the actions, statements or omissions that resulted in such Losses as well
  as any other relevant equitable considerations. The relative fault of such Indemnifying
  Party and Indemnified Party shall be determined by reference to, among other
  things, whether any action in question, including any untrue or alleged untrue
  statement of a material fact or omission or alleged omission of a material fact,
  has been taken or made by, or relates to information supplied by, such Indemnifying
  Party or Indemnified Party, and the parties' relative intent, knowledge, access
  to information and opportunity to correct or prevent such action, statement
  or omission. The amount paid or payable by a party as a result of any Losses
  shall be deemed to include, subject to the limitations set forth in this Agreement,
  any reasonable attorneys' or other reasonable fees or expenses incurred by such
  party in connection with any Proceeding to the extent such party would have
  been indemnified for such fees or expenses if the indemnification provided for
  in this Section was available to such party in accordance with its terms. 

                    The
  parties hereto agree that it would not be just and equitable if contribution
  pursuant to this Section 5(d) were determined by pro rata allocation or by any
  other method of allocation that does not take into account the equitable considerations
  referred to in the immediately preceding paragraph. Notwithstanding the provisions
  of this Section 5(d), no Holder shall be required to contribute, in the aggregate,
  any amount in excess of the amount by which the proceeds actually received by
  such Holder from the sale of the Registrable Securities subject to the Proceeding
  exceeds the amount of any damages that such Holder has otherwise been required
  to pay by reason of such untrue or alleged untrue statement or omission or alleged
  omission, except in the case of fraud by such Holder. 

                    The
  indemnity and contribution agreements contained in this Section are in addition
  to any liability that the Indemnifying Parties may have to the Indemnified Parties.


                  6.                
  Miscellaneous

                    (a)           
  Remedies. In the event of a breach by the Company or by a Holder, of
  any of their obligations under this Agreement, each Holder or the Company, as
  the case may be, in addition to being entitled to exercise all rights granted
  by law and under this Agreement, including recovery of damages, will be entitled
  to specific performance of its rights under this Agreement. The Company and
  each Holder agree that monetary damages would not provide adequate compensation
  for any losses incurred by reason of a breach by it of any of the provisions
  of this Agreement and hereby further agrees that, in the event of any action
  for specific performance in respect of such breach, it shall waive the defense
  that a remedy at law would be adequate. 

                    (b)           
  No Piggyback on Registrations. Except as set forth on Schedule 6(b)
  attached hereto, neither the Company nor any of its security holders (other
  than the Holders in such capacity pursuant hereto) may include securities of
  the Company in a Registration Statement other than the Registrable Securities.
  The Company shall not file

 10





any other registration statement until
  after the Effective Date (other than registration statements on Form S-8). 

                    (c)           
  Compliance. Each 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. 

                    (d)           
  Discontinued Disposition. Each Holder agrees by its acquisition of such
  Registrable Securities that, upon receipt of a notice from the Company of the
  occurrence of any event of the kind described in Section 3(c), 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. The Company will use its best efforts
  to ensure that the use of the Prospectus may be resumed as promptly as it practicable.
  The Company agrees and acknowledges that any periods during which the Holder
  is required to discontinue the disposition of the Registrable Securities hereunder
  shall be subject to the provisions of Section 2(b). 

                    (e)           
  Piggy-Back Registrations. If at any time during the Effectiveness Period
  there is not an effective Registration Statement covering all of the Registrable
  Securities and the Company shall determine to prepare and file with the Commission
  a registration statement relating to an offering for its own account under the
  Securities Act of any of its equity securities, other than on Form S-4 or Form
  S-8 (each as promulgated under the Securities Act) or their then equivalents
  relating to equity securities to be issued solely in connection with any acquisition
  of any entity or business or equity securities issuable in connection with the
  stock option or other employee benefit plans, then the Company shall send to
  each Holder a written notice of such determination and, if within fifteen days
  after the date of such notice, any such Holder shall so request in writing,
  the Company shall include in such registration statement all or any part of
  such Registrable Securities such Holder requests to be registered, subject to
  customary underwriter cutbacks applicable to all holders of registration rights.


                    (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 Holders of
  at least 66% of the then outstanding Registrable Securities. 

                    (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 Purchase Agreement. 

                    (h)           
  Successors and Assigns. This Agreement shall inure to the benefit of
  and be binding upon the successors and permitted assigns of each of the parties
  and shall

 11





inure to the benefit of each Holder.
  Each Holder may assign their respective rights hereunder in the manner and to
  the Persons as permitted under the Purchase Agreement. 

                     (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. All questions concerning the construction, validity, enforcement
  and interpretation of this Agreement shall be determined with the provisions
  of the Purchase Agreement. 

                    (k)           
  Cumulative Remedies. The remedies provided herein are cumulative and
  not exclusive of any remedies provided by law. 

                    (l)           
  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, and the parties hereto shall
  use their commercially reasonable efforts to find and employ an alternative
  means to achieve the same or substantially the same result as that contemplated
  by such term, provision, covenant or restriction. 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.

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

                     (n)           
  Independent Nature of Holders' Obligations and Rights. The obligations
  of each Holder hereunder are several and not joint with the obligations of any
  other Holder hereunder, and no Holder shall be responsible in any way for the
  performance of the obligations of any other Holder hereunder. Nothing contained
  herein or in any other agreement or document delivered at any closing, and no
  action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute
  the Holders as a partnership, an association, a joint venture or any other kind
  of entity, or create a presumption that the Holders are in any way acting in
  concert with respect to such obligations or the transactions contemplated by
  this Agreement. Each Holder shall be entitled to protect and enforce its rights,
  including without limitation the rights arising out of this Agreement, and it
  shall not be necessary for any other Holder to be joined as an additional party
  in any proceeding for such purpose. 

 *************************

 12





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

	 	CYBERKINETICS NEUROTECHNOLOGY SYSTEMS, INC.
      
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: 

      Title: 





[SIGNATURE PAGE OF HOLDERS FOLLOWS]





 [PURCHASER'S SIGNATURE PAGE TO CYKN RRA]

 

	 Name of Investing Entity:  __________________________________________________________________________________________________________________________
	 Signature of Authorized Signatory of Investing
      Entity:  ____________________________________________________________________________________________________
	 Name of Authorized Signatory:  ______________________________________________________________________________________________________________________
    
	 Title of Authorized Signatory:  _______________________________________________________________________________________________________________________
    




 [SIGNATURE PAGES CONTINUE]

 14








 ANNEX A

 Plan of Distribution

                     The
  Selling Stockholders (the "Selling Stockholders") of the common stock
  ("Common Stock") of Cyberkinetics Neurotechnology Systems, Inc., a Delaware
  corporation (the "Company") and any of their pledgees, assignees and
  successors-in-interest may, from time to time, sell any or all of their shares
  of Common Stock on any stock exchange, market or trading facility on which the
  shares are traded or in private transactions. These sales may be at fixed or
  negotiated prices. The Selling Stockholders may use any one or more of the following
  methods when selling shares: 

	 ordinary brokerage transactions and transactions in which the broker-dealer
    solicits purchasers;




  	 block trades in which the broker-dealer will attempt to sell the shares
    as agent but may position and resell a portion of the block as principal to
    facilitate the transaction;




  	 purchases by a broker-dealer as principal and resale by the broker-dealer
    for its account;




	
an exchange distribution in accordance with the rules of the applicable exchange;




	
privately negotiated transactions;




	
settlement of short sales entered into after the date of this prospectus;




  	 broker-dealers may agree with the Selling Stockholders to sell a specified
    number of such shares at a stipulated price per share;




	
a combination of any such methods of sale;




  	 through the writing or settlement of options or other hedging transactions,
    whether through an options exchange or otherwise; or




	
any other method permitted pursuant to applicable law.


                     The
  Selling Stockholders may also sell shares under Rule 144 under the Securities
  Act of 1933, as amended (the "Securities Act"), if available, rather
  than under this prospectus. 

                     Broker-dealers
  engaged by the Selling Stockholders may arrange for other brokers-dealers to
  participate in sales. Broker-dealers may receive commissions or discounts from
  the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser
  of shares, from the purchaser) in amounts to be negotiated. Each Selling Stockholder
  does not expect these commissions and discounts relating to its sales of shares
  to exceed what is customary in the types of transactions involved. 

 15





                     In
  connection with the sale of our common stock or interests therein, the Selling
  Stockholders may enter into hedging transactions with broker-dealers or other
  financial institutions, which may in turn engage in short sales of the common
  stock in the course of hedging the positions they assume. The Selling Stockholders
  may also sell shares of our common stock short and deliver these securities
  to close out their short positions, or loan or pledge the common stock to broker-dealers
  that in turn may sell these securities. The Selling Stockholders may also enter
  into option or other transactions with broker-dealers or other financial institutions
  or the creation of one or more derivative securities which require the delivery
  to such broker-dealer or other financial institution of shares offered by this
  prospectus, which shares such broker-dealer or other financial institution may
  resell pursuant to this prospectus (as supplemented or amended to reflect such
  transaction). 

                     The
  Selling Stockholders and any broker-dealers or agents that are involved in selling
  the shares may be deemed to be "underwriters" within the meaning of the Securities
  Act in connection with such sales. In such event, any commissions received by
  such broker-dealers or agents and any profit on the resale of the shares purchased
  by them may be deemed to be underwriting commissions or discounts under the
  Securities Act. Each Selling Stockholder has informed the Company that it does
  not have any agreement or understanding, directly or indirectly, with any person
  to distribute the Common Stock. 

                     The
  Company is required to pay certain fees and expenses incurred by the Company
  incident to the registration of the shares. The Company has agreed to indemnify
  the Selling Stockholders against certain losses, claims, damages and liabilities,
  including liabilities under the Securities Act.

                     Because
  Selling Stockholders may be deemed to be "underwriters" within the meaning of
  the Securities Act, they will be subject to the prospectus delivery requirements
  of the Securities Act. In addition, any securities covered by this prospectus
  which qualify for sale pursuant to Rule 144 under the Securities Act may be
  sold under Rule 144 rather than under this prospectus. Each Selling Stockholder
  has advised us that they have not entered into any agreements, understandings
  or arrangements with any underwriter or broker-dealer regarding the sale of
  the resale shares. There is no underwriter or coordinating broker acting in
  connection with the proposed sale of the resale shares by the Selling Stockholders.


                     We
  agreed to keep this prospectus effective until the earlier of (i) the date on
  which the shares may be resold by the Selling Stockholders without registration
  and without regard to any volume limitations by reason of Rule 144(k) under
  the Securities Act or any other rule of similar effect or (ii) all of the shares
  have been sold pursuant to the prospectus or Rule 144 under the Securities Act
  or any other rule of similar effect. The resale shares will be sold only through
  registered or licensed brokers or dealers if required under applicable state
  securities laws. In addition, in certain states, the resale shares may not be
  sold unless they have been registered or qualified for sale in the applicable
  state or an exemption from the registration or qualification requirement is
  available and is complied with. 

                     Under
  applicable rules and regulations under the Exchange Act, any person engaged
  in the distribution of the resale shares may not simultaneously engage in market
  making activities with respect to our common stock for a period of two business
  days prior to the commencement


16










 of the distribution. In addition, the Selling Stockholders
  will be subject to applicable provisions of the Exchange Act and the rules and
  regulations thereunder, including Regulation M, which may limit the timing of
  purchases and sales of shares of our common stock by the Selling Stockholders
  or any other person. We will make copies of this prospectus available to the
  Selling Stockholders and have informed them of the need to deliver a copy of
  this prospectus to each purchaser at or prior to the time of the sale. 


17







Annex B 

Cyberkinetics Neurotechnology Systems, Inc.

 Selling Securityholder Notice and Questionnaire

                     The
  undersigned beneficial owner of common stock, par value $0.001 per share (the
  "Common Stock"), of Cyberkinetics Neurotechnology Systems, Inc., a Delaware
  corporation (the "Company"), (the "Registrable Securities") understands
  that the Company has filed or intends to file with the Securities and Exchange
  Commission (the "Commission") a registration statement on Form SB-2 (the
  "Registration Statement") for the registration and resale under Rule
  415 of the Securities Act of 1933, as amended (the "Securities Act"),
  of the Registrable Securities, in accordance with the terms of the Registration
  Rights Agreement, dated as of November 4, 2004 (the "Registration Rights
  Agreement"), among the Company and the Purchasers named therein. A copy
  of the Registration Rights Agreement is available from the Company upon request
  at the address set forth below. All capitalized terms not otherwise defined
  herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


                     Certain
  legal consequences arise from being named as a selling securityholder in the
  Registration Statement and the related prospectus. Accordingly, holders and
  beneficial owners of Registrable Securities are advised to consult their own
  securities law counsel regarding the consequences of being named or not being
  named as a selling securityholder in the Registration Statement and the related
  prospectus. 

 NOTICE

                     The
  undersigned beneficial owner (the "Selling Securityholder") of Registrable
  Securities hereby elects to include the Registrable Securities owned by it and
  listed below in Item 3 (unless otherwise specified under such Item 3) in the
  Registration Statement. 

 18





                     The
  undersigned hereby provides the following information to the Company and represents
  and warrants that such information is accurate: 

 QUESTIONNAIRE

	 1.      	 Name. 
	 	 	 
	 	 (a)      	 Full Legal Name of Selling Securityholder 

	 	 	 
	 	 	 
	 	 	 
	 	 (b)      	 Full Legal Name of Registered Holder (if not the
        same as (a) above) through which Registrable Securities Listed in Item
        3 below are held: 

	 	 	 
	 	 	 
	 	 	 
	 	 (c)      	 Full Legal Name of Natural Control Person (which
        means a natural person who directly you indirectly alone or with others
        has power to vote or dispose of the securities covered by the questionnaire):
      

	 	 	 
	 	 	 
	 	 	 
	 2.      	 Address for Notices to Selling Securityholder: 
	 




	 Telephone:  ________________________________________________________________________________________________________________________________________
	  
	 Fax:  _____________________________________________________________________________________________________________________________________________
	  
	 Contact Person:  ____________________________________________________________________________________________________________________________________
    
	  



	 3.	 Beneficial Ownership of Registrable
      Securities:  
		 	 
	 	(a) 	 Type and Number of Registrable Securities beneficially
      owned:  
		 	 
		 	 
		 	 
		 	 


 19




 

	 4.	 Broker-Dealer Status: 
    
		 	 
	 	 (a)  	 Are you a broker-dealer?  
	 	 	 
	  	 	Yes    ̈   No  
       ̈   
		 	 
	 	Note: 	 If yes, the Commission's staff has indicated
      that you should be identified as an underwriter in the Registration Statement.
		 	 
	 	 (b)  	 Are you an affiliate of a broker-dealer?
	 	 	 
	  	 	Yes    ̈   No  
       ̈   
		 	 
	 	 (c)  	 If you are an affiliate
        of a broker-dealer, do you certify that you bought the Registrable Securities
        in the ordinary course of business, and at the time of the purchase of
        the Registrable Securities to be resold, you had no agreements or understandings,
        directly or indirectly, with any person to distribute the Registrable
        Securities?

	 	 	 
	  	 	Yes    ̈   No  
       ̈   
	 	 	 
	 	Note: 	If no, the Commission's staff has indicated that
      you should be identified as an underwriter in the Registration Statement.
    
	 	 	 
	5. 	Beneficial Ownership of Other Securities
      of the Company Owned by the Selling Securityholder. 
	 	 	 
	 	Except as set
        forth below in this Item 5, the undersigned is not the beneficial or registered
        owner of any securities of the Company other than the Registrable Securities
        listed above in Item 3.

	 	 	 
	 	(a) 	Type and Amount of Other Securities beneficially
      owned by the Selling Securityholder: 
	 	 	 
	 	 	 
	 	 	 


 20




 

	6. 	Relationships with the Company:
	 	 	 
	 	 	Except as set forth below, neither the undersigned nor any of its
        affiliates, officers, directors or principal equity holders (owners of
        5% of more of the equity securities of the undersigned) has held any position
        or office or has had any other material relationship with the Company
        (or its predecessors or affiliates) during the past three years. 

      State any exceptions here:
	 	 	 
	 	 	 
	 	 	 


                     The
  undersigned agrees to promptly notify the Company of any inaccuracies or changes
  in the information provided herein that may occur subsequent to the date hereof
  at any time while the Registration Statement remains effective. 

                     By
  signing below, the undersigned consents to the disclosure of the information
  contained herein in its answers to Items 1 through 6 and the inclusion of such
  information in the Registration Statement and the related prospectus. The undersigned
  understands that such information will be relied upon by the Company in connection
  with the preparation or amendment of the Registration Statement and the related
  prospectus. 

                     IN
  WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
  and Questionnaire to be executed and delivered either in person or by its duly
  authorized agent. 

	 Dated:  _______________________________________________	  	 Beneficial Owner:  ____________________________________________________________________
	  	 	 	 
	  	  	By:	_____________________________________________________________________________
    
	  	  	 	 Name:  
	  	  	 	 Title:  


 PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE
  AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO: 

 21