The Iowa Registration Rights Agreement is a legal contract between Alexander and Alexander Services, Inc. and Purchasers that provides certain rights to the purchasers in terms of registering their securities with the state of Iowa. This agreement is crucial when companies issue securities and want to ensure that the purchasers have the ability to sell or transfer their securities under certain circumstances. In this agreement, Alexander and Alexander Services, Inc. grants the purchasers the right to request the registration of their securities under the Iowa Securities Act. The registration process allows these securities to be offered and sold to the public, providing the purchasers with a potential exit strategy or liquidity for their investment. This agreement outlines the specific terms and conditions for registration, including the timing, expenses, and obligations of both Alexander and Alexander Services, Inc. and the purchasers. It also sets forth the procedures for submitting registration statements to the Iowa Securities Bureau and any necessary amendments or supplements to those statements. It is important to note that there can be different types of Iowa Registration Rights Agreements. Some common variations include "Demand Registration Rights" and "Piggyback Registration Rights." 1. Demand Registration Rights: This type of agreement grants the purchasers the right to request that Alexander and Alexander Services, Inc. register their securities with the state of Iowa at any time. The purchasers can exercise this right by issuing a written demand to the company, specifying the number and type of securities they wish to register. The company then has a certain period of time to comply with the demand and initiate the registration process. 2. Piggyback Registration Rights: Piggyback rights enable purchasers to request that their securities be included in a registration statement filed by Alexander and Alexander Services, Inc. for other purposes, such as an initial public offering (IPO) or a secondary offering. If the company decides to file a registration statement, it must notify the purchasers so that they can exercise their piggyback rights. This allows the purchasers' securities to be registered alongside the company's securities, potentially providing them with better liquidity and marketability. Overall, the Iowa Registration Rights Agreement between Alexander and Alexander Services, Inc. and Purchasers is a legally binding document that outlines the rights and obligations of both parties in regard to the registration of securities. It ensures transparency, fairness, and compliance with the Iowa Securities Act, benefiting both the company and the purchasers.