A South Dakota Registration Rights Agreement is a legal document that outlines the rights and obligations of Alexander and Alexander Services, Inc. (referred to as the "Company") and the Purchasers in regard to the registration of securities issued by the Company in South Dakota. This agreement grants certain rights to the Purchasers, allowing them to register their securities with the appropriate regulatory authorities in the state. The main purpose of the South Dakota Registration Rights Agreement is to provide a framework for the registration process, ensuring that the Purchasers can freely sell or transfer their securities in compliance with state laws and regulations. This agreement establishes a set of procedures and requirements that both parties must follow in order to register the securities. Among the common types of South Dakota Registration Rights Agreements are: 1. Piggyback Registration Rights: This type of agreement grants the Purchasers the right to include their securities in any registration statement filed by the Company with the South Dakota regulatory authorities. If the Company intends to conduct a public offering or register its securities for any other reason, the Purchasers have the opportunity to piggyback on this registration and have their securities included. 2. Demand Registration Rights: In certain situations, the Purchasers may have the right to request the Company to register their securities. This type of agreement provides the Purchasers with the ability to demand registration if specific criteria are met, such as a minimum number or amount of securities needing to be registered. 3. Shelf Registration Rights: This agreement type allows the Purchasers to have their securities registered on a shelf registration statement, which means that they can be offered for sale on a delayed or continuous basis without the need for a separate registration process each time. The South Dakota Registration Rights Agreement may include various key terms and provisions, such as the timing and costs associated with registration, indemnification clauses, voting rights, and restrictions on transferability. It is important for both the Company and the Purchasers to carefully review and negotiate these terms to ensure all parties' interests are protected. By entering into a South Dakota Registration Rights Agreement, Alexander and Alexander Services, Inc. and the Purchasers establish a legal framework that allows for the smooth registration and sale of securities in compliance with South Dakota state laws. This agreement provides clarity and certainty regarding the rights and responsibilities of each party, ensuring a fair and transparent process.