AMENDMENT NO. 1Rights Agreement • September 6th, 2005 • Mawlaw 660, LTD • 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.
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • September 6th, 2005 • Mawlaw 660, LTD • Services-computer programming, data processing, etc.
MANAGEMENT CONSULTANCY SERVICES AGREEMENTManagement Consultancy Services Agreement • September 6th, 2005 • Mawlaw 660, LTD • 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 AGREEMENTFacility Agreement • September 6th, 2005 • Mawlaw 660, LTD • Services-computer programming, data processing, etc.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 6th, 2005 • Mawlaw 660, LTD • 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”).
JOINT FILING AGREEMENT AND POWER OF ATTORNEYJoint Filing Agreement and Power of Attorney • September 6th, 2005 • Mawlaw 660, LTD • Services-computer programming, data processing, etc.
The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the common stock of VIA NET.WORKS, Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. The undersigned hereby further authorize and appoint Maurice Woolf as attorney in fact and agent of the undersigned, to execute such Schedule 13D and any amendments thereto as may be required to be filed as a result of the undersigned direct or indirect beneficial ownership of shares of common stock of VIA NET.WORK, Inc. This Agreement may be executed in any number of counterparts all of which when taken together shall be deemed one and the same instrument.
