The South Dakota Registration Rights Agreement is a legally binding document that establishes certain rights and obligations between VIA Net. Works, Inc. and specific stockholders. This agreement grants the stockholders the ability to have their shares of stock registered with the Securities and Exchange Commission (SEC). By registering their shares, the stockholders can freely sell or transfer their ownership in compliance with applicable securities laws. The registration process allows the stockholders to have their shares included in VIA Net. Works, Inc.'s registration statement filed with the SEC. This statement contains important information about the company's operations, financials, and prospects. The agreement ensures that the stockholders' shares receive the same level of exposure and credibility as VIA Net. Works, Inc.'s registered securities. The South Dakota Registration Rights Agreement provides stockholders with several key rights and provisions. First and foremost, it guarantees demand registration rights. This means that the stockholders have the option to request that VIA Net. Works, Inc. register their shares for sale in a public offering at any time. VIA Net. Works, Inc. is obligated to fulfill this request within a specified period if all relevant conditions are met. Additionally, the agreement may include piggyback registration rights. These empower the stockholders to include their shares in any registration statement filed by VIA Net. Works, Inc., should the company decide to register any of its securities for public sale. By piggybacking on VIA Net. Works, Inc.'s registration, the stockholders can take advantage of the company's resources and avoid the costs and complexities associated with conducting a separate registration process. Another aspect of the South Dakota Registration Rights Agreement is the inclusion of shelf registration rights. This provision allows stockholders to have their shares registered on a shelf registration statement. This type of registration enables the stockholders to sell their shares gradually over a prolonged period, as opposed to conducting a single offering. Shelf registration provides flexibility and convenience for the stockholders, allowing them to sell their shares in smaller tranches and potentially at more favorable market conditions. The specific terms and conditions of the South Dakota Registration Rights Agreement vary depending on the circumstances, the stockholders involved, and VIA Net. Works, Inc.'s objectives. It is essential for both parties to carefully review and negotiate these terms to ensure that their rights, obligations, and protections are clearly defined. In summary, the South Dakota Registration Rights Agreement is a vital legal contract that governs the registration of stockholder shares with the SEC. It grants stockholders specific rights, such as demand registration, piggyback registration, and shelf registration, allowing them to freely sell or transfer their ownership in VIA Net. Works, Inc. By understanding and complying with the agreement, both VIA Net. Works, Inc. and the stockholders can navigate the registration process smoothly and enhance the liquidity and marketability of the shares.