The Suffolk New York Registration Rights Agreement is a legally binding agreement between VIA Net. Works, Inc. (referred to as the "Company") and certain stockholders. This agreement outlines the rights and obligations of the Company and the stockholders regarding the registration of the stockholder's securities with the Securities and Exchange Commission (SEC). The primary purpose of this agreement is to ensure that the stockholders have the opportunity to register their securities for public sale or resale in compliance with the federal securities laws. It provides the stockholders with certain rights and protections, ensuring their ability to sell or transfer their shares in an orderly manner. Under the Suffolk New York Registration Rights Agreement, the stockholders have the right to request that the Company register their shares with the SEC. These requests may be exercised either as "Demand Registrations" or "Piggyback Registrations." 1. Demand Registrations: A Demand Registration allows a stockholder to request the Company to register their shares for sale or resale. The stockholder must provide written notice to the Company, specifying the number of shares to be registered and other relevant details. The Company is then obligated to file a registration statement with the SEC within a defined timeframe. 2. Piggyback Registrations: A Piggyback Registration enables a stockholder to include their shares in a registration statement filed by the Company for other reasons, such as an initial public offering (IPO) or a follow-on offering. The stockholder, upon notification from the Company about the opportunity, may request inclusion of their shares in the registration statement. The Company then includes these shares, subject to certain limitations and conditions. The Suffolk New York Registration Rights Agreement also contains provisions related to the registration process, such as the Company's indemnification obligations, representations and warranties made by the stockholders about their securities, and limitations on the transferability of the registered securities. It is important to note that this description is a general overview and may not encompass all the specific provisions contained within the Suffolk New York Registration Rights Agreement between VIA Net. Works, Inc. and certain stockholders. Therefore, for a comprehensive understanding of the agreement's terms and conditions, consulting the actual document itself is highly recommended.