EX-4.1






EXECUTION COPY




REGISTRATION RIGHTS AGREEMENT




REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 16, 2014, by and between
SOPHIRIS BIO INC., a British Columbia corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an
Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in
the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof
(as amended, restated, supplemented or otherwise modified from time to time, the “Purchase
Agreement”).



WHEREAS:




A. Upon the terms and subject to the conditions of the Purchase Agreement, (i) the Company has
agreed to issue to the Buyer, and the Buyer has agreed to purchase, up to Fifteen Million Dollars
($15,000,000) of common shares without par value in the capital of the Company (the “Common
Stock”), pursuant to Section 1 of the Purchase Agreement (such shares, the “Purchase Shares”), and
(ii) the Company has agreed to issue to the Buyer such number of shares of Common Stock as is
required pursuant to Section 4(e) of the Purchase Agreement (the “Commitment Shares”); and



B. To induce the Buyer to enter into the Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and
applicable state securities laws.



NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Buyer hereby agree as follows:



1. DEFINITIONS.



As used in this Agreement, the following terms shall have the following meanings:



a. “Person” means any person or entity including any corporation, a limited liability company,
an association, a partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.



b. “Register,” “registered,” and “registration” refer to a registration effected by preparing
and filing one or more registration statements of the Company in compliance with the 1933 Act and
pursuant to Rule 415 under the 1933 Act or any successor rule providing for offering securities on
a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such
registration statement(s) by the U.S. Securities and Exchange Commission (the “SEC”).



c. “Registrable Securities” means (i) all of the Commitment Shares and (ii) such number of
Purchase Shares as reasonably determined by the Company, which may from time to time be, issued or
issuable to the Buyer upon purchases of the Available Amount under the Purchase Agreement, and any
common shares in the capital of the Company issued or issuable with respect to the Purchase Shares,
the Commitment Shares or the Purchase Agreement as a result of any stock split, stock dividend,
recapitalization, exchange or similar event, without regard to any limitation on purchases under
the Purchase Agreement.



d. “Registration Statement” means a registration statement of the Company covering only the
sale of the Registrable Securities.



2. REGISTRATION.



a. Mandatory Registration. The Company shall within Ten (10) Business Days from the
date hereof file with the SEC the Registration Statement. The Registration Statement shall register
only the Registrable Securities and no other securities of the Company. The Buyer and its counsel
shall have a reasonable opportunity to review and comment upon such Registration Statement or any
amendment to such Registration Statement and any related prospectus prior to its filing with the
SEC. The Buyer shall furnish all information reasonably requested by the Company for inclusion
therein. The Company shall use its reasonable best efforts to have the Registration Statement or
any amendment declared effective by the SEC as soon as reasonably practicable. Subject to
Permitted Delays (defined below) and Section 3(e), the Company shall use reasonable best efforts
to keep the Registration Statement effective pursuant to Rule 415 promulgated under the 1933 Act
and available for sales of all of the Registrable Securities at all times until the earlier of (i)
the date as of which the Buyer may sell all of the Registrable Securities without restriction
pursuant to Rule 144 promulgated under the 1933 Act (or successor thereto) or (ii) the date on
which the Buyer shall have sold all the Registrable Securities and no Available Amount remains
under the Purchase Agreement (the “Registration Period”). The Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein) shall not contain any
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.



b. Rule 424 Prospectus. The Company shall, as required by applicable securities
regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the 1933
Act, a prospectus and prospectus supplements, if any, to be used in connection with sales of the
Registrable Securities under the Registration Statement. The Buyer and its counsel shall have two
(2) Business Days to review and comment upon such prospectus prior to its filing with the SEC. The
Buyer shall use its reasonable best efforts to comment upon such prospectus within two (2) Business
Days from the date the Buyer receives the final version of such prospectus.



c. Sufficient Number of Shares Registered. In the event the number of shares
available under the Registration Statement is insufficient to cover the Registrable Securities, the
Company shall, to the extent necessary and permissible, amend the Registration Statement or file a
new registration statement (a “New Registration Statement”), so as to cover all such Registrable
Securities as soon as practicable, but in any event not later than ten (10) Business Days after the
necessity therefor arises. The Company shall use its reasonable best efforts to have such
amendment and/or New Registration Statement become effective as soon as reasonably practicable
following the filing thereof.



3. RELATED OBLIGATIONS.



With respect to the Registration Statement and whenever any Registrable Securities are to be
registered pursuant to Sections 2(a) and (c), including on any New Registration Statement, the
Company shall use its reasonable best efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the
Company shall have the following obligations:



a. The Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to any Registration Statement and the prospectus used in connection
with such Registration Statement, as may be necessary to keep the Registration Statement or any New
Registration Statement effective at all times during the Registration Period, subject to Permitted
delays and Section 3(e) hereof and, during such period, comply with the provisions of the 1933 Act
with respect to the disposition of all Registrable Securities of the Company covered by the
Registration Statement or any New Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by
the seller or sellers thereof as set forth in such Registration Statement. Should the Company file
a post-effective amendment to the Registration Statement or a New Registration Statement, the
Company will use its reasonable best efforts to have such filing declared effective by the SEC
within thirty (30) consecutive Business Days as of the date of filing, which such period shall be
extended for an additional thirty (30) Business Days if the Company receives a comment letter from
the SEC in connection therewith.



If (i) there is material non-public information regarding the Company which the Company’s
Board of Directors reasonably determines not to be in the Company’s best interest to disclose and
which the Company is not otherwise required to disclose or (ii) there is a significant business
opportunity (including, but not limited to, the acquisition or disposition of assets (other than in
the ordinary course of business) or any merger, consolidation, tender offer or other similar
transaction) available to the Company which the Company’s Board of Directors reasonably determines
not to be in the Company’s best interest to disclose and which the Company would be required to
disclose under a Registration Statement, then the Company may postpone or suspend filing or
effectiveness of such Registration Statement or use of the prospectus under the Registration
Statement for a period not to exceed thirty (30) consecutive days, provided that the Company may
not postpone or suspend its obligation under this Section 3(a) for more than sixty (60) days in the
aggregate during any twelve (12) month period (each, a “Permitted Delay”).



b. The Company shall submit to the Buyer for review and comment any disclosure in the
Registration Statement, any New Registration Statement and all amendments and supplements thereto
(other than prospectus supplements that consist only of a copy of a filed Form 10-Q or a Current
Report on Form 8-K or any amendment as a result of the Company’s filing of a document that is
incorporated by reference into the Registration Statement or New Registration Statement) containing
information provided by the Buyer for inclusion in such document and any descriptions or disclosure
regarding the Buyer, the Purchase Agreement, including the transaction contemplated thereby, or
this Agreement at least two (2) Business Days prior to their filing with the SEC, and not file any
document in a form to which Buyer reasonably and timely objects. Upon request of the Buyer, the
Company shall provide to the Buyer all disclosure in the Registration Statement or any New
Registration Statement and all amendments and supplements thereto (other than prospectus
supplements that consist only of a copy of a filed Form 10-Q or Current Report on Form 8-K or any
amendment as a result of the Company’s filing of a document that is incorporated by reference into
the Registration Statement or New Registration Statement) at least two (2) Business Days prior to
their filing with the SEC, and not file any document in a form to which Buyer reasonably and timely
objects. The Buyer shall use its reasonable best efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or supplements thereto within two
(2) Business Days from the date the Buyer receives the final version thereof. The Company shall
furnish to the Buyer, without charge, any correspondence from the SEC or the staff of the SEC to
the Company or its representatives relating to the Registration Statement or any New Registration
Statement.



c. Upon request of the Buyer, the Company shall furnish to the Buyer, (i) promptly after the
same is prepared and filed with the SEC, at least one copy of the Registration Statement and any
amendment(s) thereto, including financial statements and schedules, all documents incorporated
therein by reference and all exhibits, (ii) upon the effectiveness of a Registration Statement, a
copy of the prospectus included in such Registration Statement and all amendments and supplements
thereto (or such other number of copies as the Buyer may reasonably request) and (iii) such other
documents, including copies of any preliminary or final prospectus, as the Buyer may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities
owned by the Buyer.



d. The Company shall use reasonable best efforts to (i) register and qualify, unless an
exemption from registration and qualification is available, the Registrable Securities covered by a
Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the
United States as the Buyer reasonably requests, (ii) subject to Permitted Delays, prepare and file
in those jurisdictions, such amendments (including post-effective amendments) and supplements to
such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as may be necessary to maintain such
registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(d), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction. The Company shall promptly notify the Buyer who holds Registrable Securities of the
receipt by the Company of any notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws
of any jurisdiction in the United States or its receipt of actual notice of the initiation or
threat of any proceeding for such purpose.



e. Subject to Permitted Delays, as promptly as reasonably practicable after becoming aware of
such event or facts, the Company shall notify the Buyer in writing if the Company has determined
that the prospectus included in any Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits 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, and promptly prepare a prospectus supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and, upon the Buyer’s request, deliver a
copy of such prospectus supplement or amendment to the Buyer. In providing this notice to the
Buyer, the Company shall not include any other information about the facts underlying the Company’s
determination and shall not in any way communicate any material nonpublic information about the
Company or the Common Stock to the Buyer. The Company shall also promptly notify the Buyer in
writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been
filed, and when a Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to the Buyer by facsimile or e-mail on the
same day of such effectiveness), (ii) of any request by the SEC for amendments or supplements to
any Registration Statement or related prospectus or related information, and (iii) of the Company’s
reasonable determination that a post-effective amendment to a Registration Statement would be
appropriate.



f. The Company shall use its reasonable best efforts to prevent the issuance of any stop order
or other suspension of effectiveness of any Registration Statement, or the suspension of the
qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
practical time and to notify the Buyer of the issuance of such order and the resolution thereof or
its receipt of actual notice of the initiation or threat of any proceeding for such purpose.



g. The Company shall (i) cause all the Registrable Securities to be listed on each securities
exchange on which securities of the same class or series issued by the Company are then listed, if
any, if the listing of such Registrable Securities is then permitted under the rules of such
exchange, or (ii) secure designation and quotation of all the Registrable Securities if the
Principal Market (as such term is defined in the Purchase Agreement) is an automated quotation
system. The Company shall pay all fees and expenses in connection with satisfying its obligation
under this Section.



h. The Company shall cooperate with the Buyer to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to any Registration Statement and enable such certificates to be
in such denominations or amounts as the Buyer may reasonably request and registered in such names
as the Buyer may request.



i. The Company shall at all times provide a transfer agent and registrar with respect to its
Common Stock.



j. If reasonably requested by the Buyer, the Company shall (i) promptly incorporate in a
prospectus supplement or post-effective amendment to the Registration Statement such information as
the Buyer believes should be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable
Securities being sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities; (ii) make all required filings of such prospectus supplement or
post-effective amendment promptly after being notified of the matters to be incorporated in such
prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any
Registration Statement (including by means of any document incorporated therein by reference).



k. The Company shall use its reasonable best efforts to cause the Registrable Securities
covered by any Registration Statement to be registered with or approved by such other governmental
agencies or authorities in the United States as may be necessary to consummate the disposition of
such Registrable Securities.



l. Within one (1) Business Day after any Registration Statement is ordered effective by the
SEC, the Company shall deliver to the Transfer Agent for such Registrable Securities (with copies
to the Buyer) confirmation that such Registration Statement has been declared effective by the SEC
in the form attached hereto as Exhibit A. Thereafter, if reasonably requested by the Buyer
at any time, the Company shall deliver to the Buyer a written confirmation of whether or not the
effectiveness of such Registration Statement has lapsed at any time for any reason (including,
without limitation, the issuance of a stop order) and whether or not the Registration Statement is
currently effective and available to the Buyer for sale of all of the Registrable Securities.



m. The Company agrees to take all other reasonable actions as necessary and reasonably
requested by the Buyer to expedite and facilitate disposition by the Buyer of Registrable
Securities pursuant to any Registration Statement.



4. OBLIGATIONS OF THE BUYER.



a. The Buyer has furnished to the Company in Exhibit B hereto such information
regarding itself, the Registrable Securities held by it and the intended method of disposition of
the Registrable Securities held by it as required to effect the registration of such Registrable
Securities and shall execute such documents in connection with such registration as the Company may
reasonably request. The Company shall notify the Buyer in writing of any other information the
Company reasonably requires from the Buyer in connection with any Registration Statement hereunder.
The Buyer will as promptly as practicable notify the Company of any material change in the
information set forth in Exhibit B, other than changes in its ownership of the Common
Stock.



b. The Buyer agrees to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of any amendments and supplements to any Registration
Statement hereunder.



c. The Buyer agrees that, upon receipt of any notice from the Company of the happening of any
event or existence of facts of the kind described in Section 3(f) or any notice of the kind
described in the first sentence of 3(e), the Buyer will immediately discontinue disposition of
Registrable Securities pursuant to any registration statement(s) covering such Registrable
Securities until the Buyer’s receipt (which may be accomplished through electronic delivery) of the
copies of the filed supplemented or amended prospectus contemplated by Section 3(f) or the first
sentence of 3(e). In addition, upon receipt of any notice from the Company of the kind described
in the first sentence of Section 3(e), the Buyer will immediately discontinue purchases or sales of
any securities of the Company unless such purchases or sales are in compliance with applicable U.S.
securities laws. Notwithstanding anything to the contrary, the Company shall cause its Transfer
Agent to deliver as promptly as practicable shares of Common Stock without any restrictive legend
in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable
Securities with respect to which the Buyer has received a Purchase Notice or VWAP Purchase Notice
(both as defined in the Purchase Agreement) prior to the Buyer’s receipt of a notice from the
Company of the happening of any event of the kind described in Section 3(f) or the first sentence
of 3(e) and for which the Buyer has not yet settled.



5. EXPENSES OF REGISTRATION.



All reasonable expenses of the Company, other than sales or brokerage commissions and fees and
disbursements of counsel for the Buyer, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all registration,
listing and qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for the Company, shall be paid by the Company.



6. INDEMNIFICATION.



a. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold
harmless and defend the Buyer, each Person, if any, who controls the Buyer, the members, the
directors, officers, partners, employees, agents, representatives of the Buyer and each Person, if
any, who controls the Buyer within the meaning of the 1933 Act or the Securities Exchange Act of
1934, as amended (the “1934 Act”) (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees,
amounts paid in settlement or expenses, (collectively, “Claims”) reasonably incurred in
investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other
regulatory agency or body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a
material fact in the Registration Statement, any New Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under
the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in the final prospectus (as
amended or supplemented, if the Company files any amendment thereof or supplement thereto with the
SEC) or the omission or alleged omission to state therein any material fact necessary to make the
statements made therein, in light of the circumstances under which the statements therein were
made, not misleading, or (iii) any violation or alleged violation by the Company of the 1933 Act,
the 1934 Act, any other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to
the Registration Statement or any New Registration Statement (the matters in the foregoing clauses
(i) through (iii) being, collectively, “Violations”). The Company shall reimburse each Indemnified
Person promptly as such expenses are incurred and are due and payable, for any reasonable legal
fees or other reasonable expenses incurred by them in connection with investigating or defending
any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person
arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such Indemnified Person expressly for use in
connection with the preparation of the Registration Statement, any New Registration Statement or
any such amendment thereof or supplement thereto, if such prospectus was timely made available by
the Company; (B) with respect to any superseded prospectus, shall not inure to the benefit of any
such person from whom the person asserting any such Claim purchased the Registrable Securities that
are the subject thereof (or to the benefit of any other Indemnified Person) if the untrue statement
or omission of material fact contained in the superseded prospectus was corrected in the revised
prospectus, as then amended or supplemented, if such revised prospectus was timely made available
by the Company pursuant to Section 3(c) or Section 3(e), and the Buyer was promptly advised in
writing not to use the incorrect prospectus prior to the use giving rise to a violation; (C) shall
not be available to the extent such Claim is based on a failure of the Buyer to deliver, or to
cause to be delivered, the prospectus made available by the Company, if such prospectus was
theretofore made available by the Company pursuant to Section 3(c) or Section 3(e); and (D) shall
not apply to amounts paid in settlement of any Claim if such settlement is effected without the
prior written consent of the Company, which consent shall not be unreasonably withheld. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by
the Buyer pursuant to Section 9.



b. In connection with the Registration Statement or any New Registration Statement, the Buyer
agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its directors, each of its officers who signs the
Registration Statement or any New Registration Statement, each Person, if any, who controls the
Company within the meaning of the 1933 Act or the 1934 Act (collectively and together with an
Indemnified Person, an “Indemnified Party”), against any Claim or Indemnified Damages to which any
of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or
Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and
only to the extent, that such Violation occurs in reliance upon and in conformity with written
information about the Buyer set forth on Exhibit B attached hereto or updated from time to
time in writing by the Buyer and furnished to the Company by the Buyer expressly for use in the
Registration Statement or any New Registration Statement or from the failure of the Buyer to
deliver or to cause to be delivered the prospectus made available by the Company, if such
prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and,
subject to Section 6(d), the Buyer will reimburse any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Claim; provided, however, that the
indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Buyer, which consent shall not be
unreasonably withheld; provided, further, however, that the Buyer shall be liable under this
Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net
proceeds to the Buyer as a result of the sale of Registrable Securities pursuant to such
registration statement. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the
Registrable Securities by the Buyer pursuant to Section 9.



c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section 6, deliver to the
indemnifying party a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the defense thereof with
counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the
Indemnified Party, as the case may be, and upon such notice, the indemnifying party shall not be
liable to the Indemnified Person or Indemnified Party for any legal or other expenses subsequently
incurred by the Indemnified Person or Indemnified Party in connection with the defense thereof;
provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain
its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the
reasonable opinion of counsel retained by the indemnifying party, the representation by such
counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such proceeding. The
Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the Indemnified Party or
Indemnified Person which relates to such action or claim. The indemnifying party shall keep the
Indemnified Party or Indemnified Person fully apprised as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its written consent, provided,
however, that the indemnifying party shall not unreasonably withhold, delay or condition its
consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified
Person, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or
litigation. Following indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which indemnification has been made. The
failure to deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the
indemnifying party is prejudiced in its ability to defend such action.



d. The indemnification required by this Section 6 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as and when bills are received or
Indemnified Damages are incurred. Any person receiving a payment pursuant to this Section 6 which
person is later determined to not be entitled to such payment shall return such payment to the
person making it.



e. The indemnity agreements contained herein shall be in addition to (i) any cause of action
or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or
others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.



7. CONTRIBUTION.



To the extent any indemnification by an indemnifying party is prohibited or limited by law,
the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law;
provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable
Securities.



8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.



With a view to making available to the Buyer the benefits of Rule 144 promulgated under the
1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Buyer
to sell securities of the Company to the public without registration (“Rule 144”), the Company
agrees, at the Company’s sole expense, to:



a. make and keep public information available, as those terms are understood and defined in
Rule 144;



b. file with the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such
requirements and the filing of such reports and other documents is required to satisfy the current
public information requirements of Rule 144; and



c. furnish to the Buyer so long as the Buyer owns Registrable Securities, as promptly as
practicable at Buyer’s request, (i) a written statement by the Company that it has complied in all
material respects with the requirements of Rule 144(c)(1)(i) and (ii), and (ii) such other
information, if any, as may be reasonably requested to permit the Buyer to sell such securities
pursuant to Rule 144 without registration.



d. take such additional action as is requested by the Buyer to enable the Buyer to sell the
Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such
legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer
Agent as may be reasonably requested from time to time by the Buyer and otherwise fully cooperate
with the Buyer and the Buyer’s broker to effect such sale of securities pursuant to Rule 144.



The Company agrees that damages may be an inadequate remedy for any breach of the terms and
provisions of this Section 8 and that Buyer shall, whether or not it is pursuing any remedies at
law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without
having to post any bond or other security, upon any breach or threatened breach of any such terms
or provisions.




	 	9.	 	ASSIGNMENT OF REGISTRATION RIGHTS.





The Company shall not assign this Agreement or any rights or obligations hereunder without the
prior written consent of the Buyer. The Buyer may not assign its rights under this Agreement
without the prior written consent of the Company.



10. AMENDMENT OF REGISTRATION RIGHTS.



Provisions of this Agreement may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or prospectively) only with the
written consent of the Company and the Buyer.



11. MISCELLANEOUS.



a. Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered:
(i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the
sending party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:



If to the Company:




Sophiris Bio Inc.


1258 Prospect Street


La Jolla, CA 92037


Telephone: 858-777-1760


Facsimile: 858-412-5693


Attention: Peter Slover


Email: peter@sophiris.com



With a copy (which shall not constitute notice) to:




Cooley LLP


4401 Eastgate Mall


San Diego, CA 92121


Telephone: (858) 550-6064


Facsimile: (858) 550-6420


Attention: Barbara Borden, Esq.


Email: bborden@cooley.com



If to the Buyer:




Aspire Capital Fund, LLC


155 North Wacker Drive, Suite 1600


Chicago, IL 60606


Telephone: 312-658-0400


Facsimile: 312-658-4005


Attention: Steven G. Martin


Email: smartin@aspirecapital.com



With a copy to (which shall not constitute notice):




Morrison & Foerster LLP


2000 Pennsylvania Avenue, NW, Suite 6000


Washington, DC 20006-1888


Telephone: 202-778-1611


Facsimile: 202-887-0763


Attention: Martin P. Dunn, Esq.


Email: mdunn@mofo.com



or at such other address and/or facsimile number and/or to the attention of such other person as
the recipient party has specified by written notice given to each other party. Written
confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery service, shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above,
respectively. Any party to this Agreement may give any notice or other communication hereunder
using any other means (including messenger service, ordinary mail or electronic mail), but no such
notice or other communication shall be deemed to have been duly given unless it actually is
received by the party for whom it is intended.



b. No failure or delay in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or
privilege preclude other or further exercise thereof or of any other right, power or privilege.



c. The corporate laws of the Province of British Columbia shall govern all issues concerning
the relative rights of the Company and its shareholders. All other questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of Illinois, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Illinois or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of Illinois. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts
sitting in the City of Chicago for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. If any
provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this
Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement
in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.



d. This Agreement, the Purchase Agreement and the other Transaction Documents constitute the
entire understanding among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement, the Purchase Agreement and the other
Transaction Documents supersede all other prior oral or written agreements between the Buyer, the
Company, their affiliates and persons acting on their behalf with respect to the subject matter
hereof and thereof.



e. Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and
be binding upon the permitted successors and assigns of each of the parties hereto.



f. The headings in this Agreement are for convenience of reference and shall not form part of,
or affect the interpretation of, this Agreement.



g. This Agreement may be executed in two or more identical counterparts, all of which shall be
considered one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party; provided that a facsimile or pdf (or other
electronic reproduction capable of producing a printed copy of a) signature shall be considered due
execution and shall be binding upon the signatory thereto with the same force and effect as if the
signature were an original, not a facsimile or pdf (or other electronic reproduction of a)
signature.



h. Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and
documents as the other party may reasonably request in order to carry out the intent and accomplish
the purposes of this Agreement and the consummation of the transactions contemplated hereby.



i. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent and no rules of strict construction will be applied against any
party.



j. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other Person.



* * * * *




IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be
duly executed as of day and year first above written.




THE COMPANY:




SOPHIRIS BIO INC.




By /s/ Peter T. Slover

Name: Peter T. Slover

Title: Chief Financial Officer





BUYER:




ASPIRE CAPITAL FUND, LLC






BY: ASPIRE CAPITAL PARTNERS, LLC


BY: SGM Holdings Corp.




By: /s/ Steven G. Martin

Name: Steven G. Martin

Title: Managing Member




EXHIBIT A









	 	 	 
		 	 
	 	 	FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT
	[Date]

	 	

	[Transfer Agent]2

[Address]

[Address]

Attention: [Contact]

	 	







	RE: SOPHIRIS BIO INC.

	 	







Ladies and Gentlemen:



We refer to that certain Common Stock Purchase Agreement, dated as of May   , 2014 (the
“Purchase Agreement”), entered into by and between SOPHIRIS BIO INC., a British Columbia
corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC (the “Buyer”) pursuant to which the
Company has agreed to issue to the Buyer common shares without par value in the capital of the
Company (the “Common Stock”), in an amount up to Fifteen Million Dollars ($15,000,000), in
accordance with the terms of the Purchase Agreement. In connection with the transactions
contemplated by the Purchase Agreement, the Company has registered with the U.S. Securities and
Exchange Commission (the “SEC”) the sale by the Buyer of the following shares of Common Stock:




	 	(1)	 	up to [Total # of Purchase Shares, including Initial Purchase Shares]
            shares of Common Stock to be issued upon purchase from the Company by the Buyer from
time to time (the “Purchase Shares.”); and






	 	(2)	 	       shares of Common Stock which have been issued to the Buyer as a
commitment fee (the “Commitment Shares”).





In connection with the transactions contemplated by the Purchase Agreement, the Company has filed a
registration statement on Form S-1 (File No. 333      ) (the “Registration Statement”) with the
SEC relating to the sale by the Buyer of the Purchase Shares and the Commitment Shares.
Accordingly, we advise you that (i) the SEC has entered an order declaring the Registration
Statement effective under the Securities Act of 1933 Act (the “1933 Act”) at        [A./P.]M. on
     , 201      , (ii) we have no knowledge, after telephonic inquiry of a member of the SEC’s
staff, that any stop order suspending its effectiveness has been issued or that any proceedings for
that purpose are pending before, or threatened by, the SEC and (iii) the Purchase Shares and the
Commitment Shares are available for sale under the 1933 Act pursuant to the Registration Statement.
Accordingly, and in reliance on certain covenants made by the Buyer regarding the manner of sale
of the Shares, certificates representing the Shares may be issued without any restrictive legend.



Very truly yours,



By:       



[Company Counsel or Officer]



CC: Aspire Capital Fund, LLC



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EXHIBIT B




Information About The Buyer Furnished To The Company By The Buyer

Expressly For Use In Connection With The Registration Statement and Prospectus




As of the date of the Purchase Agreement, Aspire Capital beneficially owned zero common shares of
the Company. Aspire Capital Partners, LLC is the managing member of Aspire Capital Fund, LLC. SGM
Holdings Corp. is the managing member of Aspire Capital Partners, LLC. Steven G. Martin is the
president and sole shareholder of SGM Holdings Corp. Erik J. Brown is a principal of Aspire
Capital Partners, LLC. Christos Komissopoulos is a principal of Aspire Capital Partners, LLC.
Each may be deemed to have shared voting and investment power over shares owned by Aspire Capital
Fund, LLC. Each of Aspire Capital Partners, LLC, SGM Holdings Corp., Mr. Martin, Mr. Brown and Mr.
Komissopoulos disclaim beneficial ownership of the shares held by Aspire Capital Fund, LLC. Aspire
Capital is not a licensed broker dealer or an affiliate of a licensed broker dealer.



Plan of Distribution




The common shares may be sold or distributed from time to time by the selling shareholder directly
to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents
at market prices prevailing at the time of sale, at prices related to the prevailing market prices,
at negotiated prices, or at fixed prices, which may be changed. The sale of the common shares
offered by this prospectus may be effected in one or more of the following methods:




	 	•	 	ordinary brokers’ transactions;






	 	•	 	transactions involving cross or block trades;






	 	•	 	through brokers, dealers, or underwriters who may act solely as agents;






	 	•	 	“at the market” into an existing market for the common shares;






	 	•	 	in other ways not involving market makers or established business markets, including
direct sales to purchasers or sales effected through agents;






	 	•	 	in privately negotiated transactions; or






	 	•	 	any combination of the foregoing.





In order to comply with the securities laws of certain states, if applicable, the shares may be
sold only through registered or licensed brokers or dealers. In addition, in certain states, the
shares may not be sold unless they have been registered or qualified for sale in the state or an
exemption from the registration or qualification requirement is available and complied with.



The selling shareholder may also sell common shares under Rule 144 promulgated under the Securities
Act, if available, rather than under this prospectus. In addition, the selling shareholder may
transfer the common shares by other means not described in this prospectus.



Brokers, dealers, underwriters, or agents participating in the distribution of the shares as agents
may receive compensation in the form of commissions, discounts, or concessions from the selling
shareholder and/or purchasers of the common shares for whom the broker-dealers may act as agent.
Aspire Capital has informed us that each such broker-dealer will receive commissions from Aspire
Capital which will not exceed customary brokerage commissions.



The selling shareholder and its affiliates have agreed not to engage in any direct or indirect
short selling or hedging of our common shares during the term of the Purchase Agreement.



The selling shareholder is an “underwriter” within the meaning of the Securities Act.



We have advised the selling shareholder that while it is engaged in a distribution of the shares
included in this prospectus, it is required to comply with Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the
selling shareholder, any affiliated purchasers, and any broker-dealer or other person who
participates in the distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution until the entire
distribution is complete. Regulation M also prohibits any bids or purchases made in order to
stabilize the price of a security in connection with the distribution of that security. All of the
foregoing may affect the marketability of the shares offered hereby this prospectus.



We may suspend the sale of shares by the selling shareholder pursuant to this prospectus for
certain periods of time for certain reasons, including if the prospectus is required to be
supplemented or amended to include additional material information.



This offering as it relates to Aspire Capital will terminate on the date that all shares offered by
this prospectus have been sold by Aspire Capital.




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