A Minnesota Registration Rights Agreement is a legal contract that outlines the rights and obligations related to the registration of securities issued by Alexander and Alexander Services, Inc. (the “Company”) to its purchasers (referred to as the “Purchasers”). This agreement is designed to provide flexibility and clarity regarding the registration process and procedures between the Company and its purchasers in compliance with Minnesota state law. The primary purpose of the Minnesota Registration Rights Agreement is to ensure that the Purchasers have the ability to register their securities for public resale, in accordance with the applicable laws and regulations of Minnesota. By entering into this agreement, the Company is affirming its commitment to provide the Purchasers with registration rights, allowing them to efficiently and effectively sell their securities in the public market when the time is appropriate. Key provisions of the Minnesota Registration Rights Agreement may include: 1. Registration Process: This section details the process for registering the securities, including the filing of a registration statement with the appropriate regulatory authorities, such as the Minnesota Secretary of State or the Minnesota Department of Commerce. 2. Registration Expenses: The agreement may address the allocation of registration expenses between the Company and the Purchasers. It may specify whether the Company will bear all costs associated with the registration process or if the expenses will be shared between the parties. 3. Demand Registration: This provision allows the Purchasers to request the Company to file a registration statement for their securities. The agreement may include specific requirements and a deadline for making such demand, as well as any limitations on the number or size of registrations that can be made by the Purchasers. 4. Piggyback Registration: In the event the Company decides to register any of its securities for a public offering, the Purchasers may have the right to include their securities in such registration. The agreement may outline the conditions and limitations for exercising this right. 5. Form and Content of Registration: This provision specifies the requirements for the registration statement, including the information to be included and any legal or financial disclosures that need to be provided. 6. Indemnification: The agreement may include provisions for indemnifying the Purchasers, protecting them from any liability arising from the registration process, such as inaccuracies or omissions in the registration statement. Different types of Minnesota Registration Rights Agreements may exist, depending on the specific terms and conditions negotiated between Alexander and Alexander Services, Inc. and the Purchasers. These can include Standard Minnesota Registration Rights Agreement, Expanded Demand Minnesota Registration Rights Agreement, and Customized Minnesota Registration Rights Agreement. The exact titles of these agreements may vary, but they are all aimed at protecting the rights of the Purchasers in registering their securities with the state of Minnesota.