Philadelphia, Pennsylvania Registration Rights Agreement is a legally binding agreement between VIA Net. Works, Inc. (VIA) and specific stockholders, outlining the registration rights and obligations associated with the company's publicly traded securities. This agreement ensures that stockholders have the ability to register their shares for public sale or ensure the liquidity of their investment in VIA. The Philadelphia, Pennsylvania Registration Rights Agreement grants certain stockholders the right to request the registration of their shares with the Securities and Exchange Commission (SEC) in order to sell them on the public market. It is important to note that these rights may vary, depending on the specific terms and conditions stated in the agreement. Key provisions outlined in this agreement may include: 1. Demand Registration Rights: The agreement may grant stockholders the right to demand the company to register their shares for public sale. This typically requires the stockholder to meet specified criteria such as holding a minimum percentage of total outstanding shares or owning a specific number of shares. 2. Piggyback Registration Rights: The agreement may also provide stockholders with piggyback registration rights, allowing them to include their shares in any registration statement filed by VIA, primarily when the company is engaging in an initial public offering (IPO) or a secondary public offering. 3. Shelf Registration Rights: Some Philadelphia Pennsylvania Registration Rights Agreements may offer stockholders the ability to have their shares registered on a shelf registration statement, which allows for a more flexible approach to selling shares over an extended period, potentially enhancing liquidity. 4. Lock-Up Period: The agreement may impose a lock-up period, which restricts stockholders from selling their shares for a specified duration, typically after the completion of an IPO or another significant corporate event. This maintains stability and prevents a sudden influx of shares into the market. 5. Registration Expenses: The agreement may outline the allocation of registration-related expenses, such as legal fees and filing costs, between the company and the stockholders. Ultimately, the Philadelphia, Pennsylvania Registration Rights Agreement establishes a framework for the registration process, ensuring fair treatment of stockholders and encouraging the availability of liquidity for their investment. By guaranteeing registration rights, VIA aims to maintain shareholder confidence, foster transparency, and accommodate the potential sale of shares in compliance with relevant securities laws and regulations.