REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of the 5th day of November, 2004 by and among LogicVision, Inc., a Delaware corporation (LogicVision) and the stockholders of SiVerion, Inc., a Delaware corporation (SiVerion), listed on Schedule A hereto (the Holders).

        WHEREAS, LogicVision, Signal Acquisition Corporation, a wholly owned subsidiary of LogicVision (Merger Subsidiary), and SiVerion have entered into that certain Agreement and Plan of Merger (the Merger Agreement), pursuant to which SiVerion will be merged with and into Merger Subsidiary (the Merger) and the Holders will receive pursuant to the Merger shares (the Shares) of LogicVision common stock, $0.0001 par value per share (Common Stock); and

        WHEREAS, in connection with the issuance of the Shares in the Merger, LogicVision and the Holders desire to provide for the rights of the Holders with respect to the registration of certain of the Shares according to the terms of this Agreement.

NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

        1. Definitions.

        1.1 The term Commission means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

        1.2 The term Exchange Act means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

        1.3 The term Holder means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 10 hereof;

        1.4 The terms register, registered and registration refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document;

        1.5 The term Registrable Securities means (i) the Shares held by each Holder (rounded up to the nearest whole share), and (ii) Common Stock issued prior to the Effective Date (as defined in Section 2.1 below) as a dividend or other distribution with respect to, or in exchange for or in replacement of, the Shares, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which such persons registration rights are not assigned; provided, however, that any Shares previously sold to the public pursuant to a registered public offering or pursuant to Rule 144 under the Securities Act shall cease to be Registrable Securities.

        1.6 The term Securities Act means the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

        1.7 All other capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement to which this Exhibit C is attached.

        2. Registration.

        2.1 Subject to Section 3.1 hereof, LogicVision shall prepare and file with the Commission a registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act covering the then outstanding Registrable Securities then held by each Holder (the Registration Statement), and shall use all reasonable efforts to cause the Registration Statement to be declared effective as soon as practicable after the date which is six months following the Closing Date. The date such Registration Statement is declared effective is hereinafter referred to as the Effective Date.

        2.2 A Holder may inform LogicVision in writing that such Holder wishes to exclude all or a portion of its Registrable Securities from the Registration Statement.

        2.3 The registration of the Registrable Securities provided for in this Section 2 shall not be underwritten.

        3. Obligations of LogicVision. LogicVision shall, as expeditiously as reasonably possible:

        3.1 Prepare and file with the Commission the Registration Statement and use its reasonable efforts to cause the Registration Statement to become effective on or prior to the six-month anniversary of the Closing Date, and keep the Registration Statement continuously effective under the Securities Act until the earlier of the expiration of two years after the Closing Date or the date on which this Agreement has terminated with respect to all the Holders of Registrable Securities (such period is hereinafter referred to as the Effectiveness Period). In the event that, in the reasonable judgment of LogicVision, it is advisable to postpone the filing or effectiveness of the Registration Statement or, if effective, to suspend use of the prospectus relating to the Registration Statement for a discrete period of time, but not in excess of 60 days, (a Deferral Period) due to pending material corporate developments or similar material events that have not yet been publicly disclosed and as to which LogicVision believes public disclosure will be prejudicial to LogicVision, LogicVision shall deliver a certificate in writing, signed by its Chief Executive Officer or Chief Financial Officer, to each Holder, to the effect of the foregoing and, upon receipt of such certificate, each Holder agrees not to dispose of such Holders Registrable Securities covered by the Registration Statement (other than in transactions exempt from the registration requirements under the Securities Act) until such Holders are advised in writing by LogicVision that use of the prospectus may be resumed; provided, however, that executive officers and directors of LogicVision shall be prohibited from selling shares of LogicVision Common Stock during the Deferral Period and there shall be no more than one Deferral Period prior to the Effectiveness Period and the aggregate number of days included in all Deferral Periods during the Effectiveness Period shall not exceed 120 days. Subject to the

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