Kentucky Registration Rights Agreement is a legal contract between Alexander and Alexander Services, Inc. (referred to as "Issuer") and Purchasers, which provides specific rights and obligations regarding the registration of securities offered by the Issuer in the state of Kentucky. This agreement aims to ensure transparency, fairness, and compliance with the state's securities laws. The main types of Kentucky Registration Rights Agreements between Alexander and Alexander Services, Inc. and Purchasers include: 1. Base Registration Rights Agreement: This agreement specifies the registration rights granted to Purchasers, enabling them to request the registration of their securities with the Kentucky Securities Commission. It outlines the procedures, timelines, and responsibilities of both parties. 2. Demand Registration Rights Agreement: Under this agreement, Purchasers have the right to request the Issuer to register their securities with the Kentucky Securities Commission. The agreement outlines the conditions under which this right can be exercised, including a minimum number or percentage of securities to be registered. 3. Piggyback Registration Rights Agreement: This type of agreement allows Purchasers to include their securities in any registration statement filed by the Issuer with the Kentucky Securities Commission. Purchasers have the right to "piggyback" on the Issuer's registration, enabling them to achieve liquidity and access to the market. 4. Form S-3 Registration Rights Agreement: This agreement pertains to specific circumstances where the Issuer is eligible to utilize Form S-3 for registering securities with the Kentucky Securities Commission. It outlines the registration rights and procedures applicable under this specific form. The Kentucky Registration Rights Agreement typically covers essential details such as: a. Definitions: Clearly defining key terms and phrases used throughout the agreement to avoid ambiguity or misunderstanding. b. Registration Procedures: Outlining the steps and requirements for registering the securities, including necessary documentation and disclosure obligations. c. Expenses: Detailing which party will bear the expenses related to the registration, such as legal fees, underwriting discounts, and other charges. d. Indemnification: Stating the indemnification obligations of the Issuer towards Purchasers for any losses or claims arising from the registration process. e. Termination: Specifying the events or conditions that may lead to the termination of the agreement, along with the consequences and potential remedies. f. Governing Law and Jurisdiction: Identifying the applicable laws of Kentucky and the designated jurisdiction for resolving any conflicts or disputes that may arise. In conclusion, the Kentucky Registration Rights Agreement provides a framework for the registration of securities in compliance with Kentucky securities laws, offering Purchasers certain rights and ensuring transparency in the process. It is crucial for all parties involved to carefully review and understand the terms and provisions within the agreement to ensure a smooth and lawful registration process.