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EXHIBIT D
October 28, 1999
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Xxxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxxxx Partners LLC
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Dear Sirs and Mesdames:
The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated
("Xxxxxx Xxxxxxx") proposes to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Akamai Technology, Inc., a Delaware corporation
(the "Company") providing for the public offering (the "Public Offering") by the
several Underwriters, including Xxxxxx Xxxxxxx (the "Underwriters"), of shares
(the "Shares") of the common stock, par value $0.01 per share, of the Company
(the "Common Stock").
To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent and waiver of Xxxxxx
Xxxxxxx on behalf of the Underwriters, the undersigned will not, during the
period commencing on the date hereof and ending 180 days after the date of the
final prospectus relating to the Public Offering (the "Prospectus"), (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, or (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The foregoing sentence shall not apply to the
sale of any Shares to the Underwriters pursuant to the Underwriting Agreement,
transactions relating to shares of Common Stock or other securities acquired in
open market transactions after the completion of the Public Offering or the sale
or transfer of shares to the acquiror in connection with the sale of the Company
pursuant to a merger, sale of stock, sale of assets or otherwise. In addition,
the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx
on behalf of the Underwriters, it will not, during the period commencing on the
date hereof and ending 180 days after the date of the Prospectus, make any
demand for or exercise any right with respect to, the registration of any shares
of Common Stock or any security convertible into or exercisable or exchangeable
for Common Stock.
Notwithstanding the foregoing (i) gifts and transfers by will or
intestacy or (ii) transfers to (A) the undersigned's members, partners,
affiliates or immediate family or (B) a trust, the beneficiaries of which are
the undersigned and/or members of the undersigned's immediate family, shall not
be prohibited by this agreement; provided, that (x) the donee or transferee
agrees in writing to be bound by the foregoing in the same manner as it applies
to the undersigned and (y) if the donor or transferor is a reporting person
subject to Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act"), any gifts or transfers made in accordance with this paragraph shall not
require such person to, and such person shall not voluntarily, file a report of
such transaction on Form 4 under the Exchange Act. "Immediate family" shall mean
spouse, lineal descendants, father, mother, brother or sister of the transferor
and father, mother, brother or sister of the transferor's spouse.
Whether or not the Public Offering actually occurs depends on a number of
factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Xxxxxx Xxxxxxx, on behalf of the Underwriters, may, in its sole
discretion, waive or amend any restriction contained in any lock-up agreement
with a shareholder of the Company; provided, that, if any shareholder listed on
-------- ----
Exhibit A hereto (the "Permitted Seller") sells in excess of an aggregate of
10,000 Shares pursuant to any such waiver or amendment, the undersigned shall be
permitted to sell that percentage of his or her total number of Shares that
equals the percentage obtained by dividing (x) the number of Shares in excess of
10,000 that are sold by the Permitted Seller pursuant to such waiver or
amendment, by (y) the total number of Shares held by the Permitted Seller prior
to such sale.
This agreement shall automatically terminate if any of the persons listed
on Schedule A hereto fail to sign a lock-up substantially in the form hereof
prior to the date of the Prospectus, if the Underwriting Agreement is not
entered into by December 31, 1999 or if the Underwriters do not purchase the
Shares and the Underwriting Agreement is terminated pursuant to its terms.
Very truly yours,
________________________________
(Name)
________________________________
(Address)
Schedule A
X. Xxxxxxx Xxxxxxxx
Xxxxxx X. Xxxxx
THE ATREL TRUST
THE MALLARD TRUST
Xxxx Xxxxx
Xxxxxx X. Xxxx XXX
Xxxx X. Xxxxxxxx III
Xxxxx Xxxxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxx
Xxxxxxxx Xxxxxx
Battery Ventures IV, L.P.
Battery Investment Partners IV, LLC
Xxxxx Communications Fund, L.P.
Xxxxxx X. Xxxxxxxx
Polaris Venture Management Co. II., L.L.C.
Polaris Venture Partners II L.P.
Polaris Venture Partners Founders' Fund II L.P.
Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx 1996 Family Trust
XXXXX Partners L.P.
AT Investors LLC
Xxxx X. Xxxxxx
Xxxxxxxx X. XxXxxxx
Xxxxxx X. Xxxxx
Apple Computer, Inc.
Cisco Systems, Inc.
Microsoft Corporation
