0001104659-05-042484 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • September 1st, 2005 • Via Net Works Inc • Services-computer programming, data processing, etc. • Delaware

THIS AMENDMENT NO. 1 (this “Amendment”) to the Rights Agreement (the “Rights Agreement”) dated as of January 29, 2004 between VIA NET.WORKS, INC., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a banking corporation organized under the laws of New York, as rights agent (the “Rights Agent”), is entered into this 26th day of August, 2005.

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SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • September 1st, 2005 • Via Net Works Inc • Services-computer programming, data processing, etc.
MANAGEMENT CONSULTANCY SERVICES AGREEMENT
Management Consultancy Services Agreement • September 1st, 2005 • Via Net Works Inc • Services-computer programming, data processing, etc. • England and Wales

This MANAGEMENT CONSULTANCY SERVICES AGREEMENT (“Agreement”), dated August 26, 2005 (the “Effective Date”), is made by and between Mawlaw 653 Limited, a company organised under the laws of England & Wales (registered number 05391411) whose registered office is at Walbrook Building, 195 Marsh Wall, London E14 9SG, United Kingdom (“Provider”), and VIA NET.WORKS, Inc., a company incorporated in Delaware, the United States whose registered office is at 1013 Centre Road, Wilmington, Delaware 19805, United States (“Recipient”).

DATED 26 August 2005 VIA NET.WORKS, INC. and VIA NET.WORKS HOLDCO INC. as Borrowers with MAWLAW 653 LIMITED acting as Lender FACILITY AGREEMENT
Agreement • September 1st, 2005 • Via Net Works Inc • Services-computer programming, data processing, etc.
SUBSCRIPTION AGREEMENT
Subscription Agreement • September 1st, 2005 • Via Net Works Inc • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT is made as of 26 August 2005 by and among VIA NET.WORKS, INC., a company incorporated in Delaware, the United States whose registered office is at 1013 Centre Road, Wilmington, Delaware 19805, United States (“Company”) and Mawlaw 660 Limited, a company organized under the laws of England and Wales (registered number 5396159), whose registered office is at Walbrook Building, 195 Marsh Wall, London E14 9SG, United Kingdom (“Investor”).

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