EXHIBIT 4.5
AMENDMENT NO. 1
to
AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
This Amendment No. 1, dated as of April 9, 1999, amends that certain
Amended and Restated Investors' Rights Agreement, dated as of February 19, 1999
(the "Agreement"), by and among Digital Island, Inc., a California corporation
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(the "Company"), and the individuals or entities listed on the signature pages
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thereto (each a "Holder" and collectively, the "Holders"). Capitalized terms
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used herein without definition shall have the respective meanings ascribed to
them in the Agreement.
WHEREAS, the Company intends to undertake an Initial Public Offering;
and
WHEREAS, the Company and the Holders wish to amend the Agreement to
facilitate the Initial Public Offering; and
WHEREAS, the Agreement, pursuant to Section 14.8 thereof, may be
amended with the written consent of the Company and the Holders of at least 66
2/3% of the outstanding Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred, Series E Preferred and Registrable Securities.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Section 9 of the Agreement is hereby deleted in its entirety and
the following is substituted therefor:
Section 9
Standoff Agreement
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In connection with the Company's Initial Public Offering, each Holder
agrees not to offer to sell or sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any securities of the
Company held by Holder at any time during such period (other than those included
in the Initial Public Offering, if any), directly or indirectly, without the
prior written consent of the Company or the underwriters of such Initial Public
Offering for a period of one-hundred eighty (180) days following the effective
date of the Initial Public Offering. In connection with the Company's Initial
Public Offering, each Holder further agrees to enter into the managing
underwriter's standard lockup letter. In order to enforce the foregoing, the
Company may impose stop-transfer instructions with respect to the Registrable
Securities of each Holder
(and the share or securities of every other person subject to the foregoing
restrictions) until the end of such period."
2. Each of the other provisions of the Agreement shall remain in full
force and effect.
This Amendment No. 1 may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment No. 1 as of the date first above written.
By:
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Print Name:
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Title:
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