A Fairfax Virginia Registration Rights Agreement is a legal document that outlines the rights and obligations of parties involved in the sale of securities issued by Alexander and Alexander Services, Inc. to the Purchasers. It provides a framework for the Purchasers to register and sell their securities in compliance with applicable securities laws. The agreement ensures that the Purchasers have the right to request the registration of their securities with the appropriate regulatory authorities, which allows them to publicly sell or transfer their securities. By having their securities registered, Purchasers can enhance liquidity, increase marketability, and potentially maximize their investment returns. Key provisions in the Fairfax Virginia Registration Rights Agreement may include: 1. Demand Registration: This provision allows the Purchasers to request the registration of their securities with the Securities and Exchange Commission (SEC) upon meeting specified conditions, such as a minimum number of securities to be registered. 2. Piggyback Registration: This provision grants the Purchasers the right to include their securities alongside any registration initiated by Alexander and Alexander Services, Inc., such as a public offering. It enables Purchasers to take advantage of the registration process already initiated by the issuer. 3. S-3 Registration: The agreement may include provisions that allow the Purchasers to utilize Form S-3 for registration purposes, which provides a simplified registration process for eligible issuers and securities. 4. Registration Expenses: The agreement typically outlines how the registration expenses will be shared between Alexander and Alexander Services, Inc. and the Purchasers. It may include provisions stating that the issuer will bear the majority of the expenses, such as SEC filing fees and legal costs. 5. Indemnification: The agreement may include provisions to indemnify the Purchasers against any losses, liabilities, or damages incurred due to any misstatements or omissions in the registration statement. It is important to note that while the core elements of a Fairfax Virginia Registration Rights Agreement remain consistent, specific terms and provisions may vary depending on the negotiations between the parties involved. Therefore, it is advisable to seek legal counsel to draft and finalize the agreement to ensure compliance with relevant securities laws and protect the interests of all parties involved.