Illinois Registration Rights Agreement: The Illinois Registration Rights Agreement is a legal document that establishes the rights and obligations of certain stockholders of VIA Net. Works, Inc., a company based in Illinois, regarding the registration of their shares with the Securities and Exchange Commission (SEC). This agreement provides stockholders with the right to request the registration of their shares under certain circumstances, ensuring their ability to freely trade their securities in compliance with securities laws and regulations. The agreement outlines the procedures and conditions for registering the shares, including the filing requirements, the SEC review process, and the necessary disclosures and financial statements. It also addresses the responsibilities of both VIA Net. Works, Inc. and the stockholders in facilitating the registration process, such as gathering and providing relevant information and cooperating with each other. Key terms and provisions that may be included in the Illinois Registration Rights Agreement include: 1. Demand Registration: This provision allows stockholders to request the company to register their shares for public sale on a demand basis. The agreement specifies the minimum number or percentage of shares required for a demand to be valid and outlines the procedure for making such a request. 2. Piggyback Registration: This provision enables stockholders to include their shares in any registration statement filed by the company, thus allowing them to take advantage of the company's efforts and expenses in conducting a registration. The agreement typically includes conditions and limitations on exercising this right. 3. S-3 Registration: In certain cases, the agreement may grant stockholders the right to use the short-form registration statement (Form S-3) to register their shares. This provision is usually subject to certain eligibility criteria and regulatory requirements. 4. Lock-up Period: The agreement may specify a lock-up period during which the stockholders agree not to sell or transfer their registered securities after an initial public offering or other specified event. This provision helps maintain market stability and prevents sudden stock price fluctuations. 5. Indemnification: The agreement often contains provisions detailing the indemnification obligations of VIA Net. Works, Inc. Typically, the company agrees to indemnify the stockholders against any losses, damages, or expenses resulting from any violations of securities laws, inaccuracies in the registration statements, or material omissions. 6. Termination: The agreement may establish the conditions under which the registration rights granted may be terminated, such as when all registered securities are sold or no longer qualify for registration. It's important to note that there may be variations or additional types of Registration Rights Agreements depending on the specific circumstances, preferences, and negotiation between VIA Net. Works, Inc. and its stockholders. Therefore, it is essential to review the specific agreement in question to understand the scope and details of the registration rights granted.