Title: Tennessee Registration Rights Agreement: An In-depth Overview Introduction: The Tennessee Registration Rights Agreement is a crucial legal document that establishes the rights and obligations between VIA Net. Works, Inc. (the "Company") and certain stockholders regarding the registration of their securities under applicable federal and state securities laws. This agreement ensures transparency and protection for both parties involved in the stock issuance process. Below, we provide a comprehensive description of the Tennessee Registration Rights Agreement, outlining its key components and types. 1. Key Parties: The primary parties involved in the agreement are VIA Net. Works, Inc. as the issuing company and certain stockholders (referred to as the "Investors" or "Registered Stockholders"). The Investors hold securities issued by VIA Net. Works, Inc. and seek to register these securities for public sale or resale. 2. Purpose: The Tennessee Registration Rights Agreement serves to grant certain rights to the Registered Stockholders, enabling them to request and participate in the registration process of their securities. It ensures that the Company supports and fulfills its obligations to register the securities under appropriate regulatory frameworks. 3. Types of Tennessee Registration Rights Agreement: a. Demand Registration Rights: Under the Demand Registration Rights provision, the Registered Stockholders have the authority to request the Company to register their securities for public sale at any time. This type of registration is triggered by the specific demand made by the Registered Stockholders to the Company, detailing the desired number of shares to be registered. b. Piggyback Registration Rights: The Piggyback Registration Rights provision allows the Registered Stockholders to include their securities for registration when the Company registers its securities for a public offering. In this case, the Registered Stockholders have the right to "piggyback" their securities onto the Company's registration, expanding opportunities for public sale or resale. 4. Registration Process: The Tennessee Registration Rights Agreement outlines the precise procedures and timelines related to registering the securities, including gathering required documentation, submitting registration statements to relevant regulatory authorities, and conducting any necessary filings. The agreement clarifies the undertakings of both parties, aiming to streamline the registration process efficiently. 5. Company Obligations: The agreement emphasizes the Company's responsibilities and obligations regarding all necessary efforts to facilitate the registration process, responding promptly to Registered Stockholders' requests and ensuring compliance with applicable securities laws. It also outlines the financial obligations, including the costs incurred during the registration process. 6. Confidentiality and Disclosures: The Tennessee Registration Rights Agreement includes provisions addressing the confidentiality of non-public financial and operational information disclosed by the Company to the Registered Stockholders. It ensures that the Registered Stockholders maintain such information with strict confidentiality exceptions. Conclusion: The Tennessee Registration Rights Agreement stands as a vital document in the stock issuance process, establishing the rights and obligations between VIA Net. Works, Inc. and certain stockholders. Acknowledging the different types of registration rights available, the agreement outlines the procedures, responsibilities, and timelines necessary to navigate the registration process effectively. This agreement fosters transparency, protects the rights of the stockholders, and ensures compliance with applicable securities regulations.