A Virginia Registration Rights Agreement is a legally binding document that outlines the rights and obligations of Trident Group, Inc. and Trident Stockholders regarding the registration of securities issued by the company. This agreement ensures that stockholders have the ability to freely sell or transfer their shares in compliance with applicable securities laws. The Virginia Registration Rights Agreement is typically entered into when Trident Group, Inc. undergoes an initial public offering (IPO) or another transaction that involves the sale of securities to the public. The agreement grants certain privileges to stockholders, allowing them to register their shares with the Securities and Exchange Commission (SEC) and participate in subsequent public offerings. Key provisions included in a Virginia Registration Rights Agreement may include: 1. Demand Registration Rights: Trident Stockholders may have the right to request the company to register their shares for sale to the public. This provision enables stockholders to prompt Trident Group, Inc. to file a registration statement with the SEC and initiate the public offering process. 2. Piggyback Registration Rights: If Trident Group, Inc. registers any of its securities for public sale, stockholders have the right to include their shares in that registration. This provision allows stockholders to benefit from the company's registration efforts, reducing the costs and administrative burdens associated with independent registration. 3. Form S-3 Eligibility: A Virginia Registration Rights Agreement may provide stockholders with the ability to use Form S-3 for registration purposes. Form S-3 is a simplified registration statement that allows for a quicker and more streamlined registration process, subject to certain eligibility criteria. 4. Expenses and Indemnification: The agreement may outline the allocation of costs associated with the registration process, such as legal and accounting fees. Trident Group, Inc. may agree to cover these expenses or require stockholders to share in the costs. Additionally, indemnification provisions may protect both parties from potential liabilities arising from misrepresentations or omissions in the registration statement. Different types of Virginia Registration Rights Agreements may exist depending on the specific terms negotiated between Trident Group, Inc. and its stockholders. These agreements can vary in duration, the number of shares eligible for registration, exercise limitations, and other relevant factors. It is important for both parties to carefully review and negotiate the terms of the agreement to ensure a fair and mutually beneficial arrangement.