Exhibit 10.22
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
The REGISTRATION RIGHTS AGREEMENT originally made as of September 1,
1998 among HARVARDNET INC., a Delaware corporation, and the other parties
signatory thereto and amended by the First Amendment to the Registration Rights
Agreement dated May 28, 1999 (as amended, the "Agreement") is hereby further
amended as follows, effective July 14, 1999:
1. Except as otherwise provided herein, all capitalized terms which
have defined meanings in the Agreement have the same meanings herein as therein.
2. Section 2(b) of the Agreement is hereby deleted and replaced in
its entirety by the following:
"(b) INCIDENTAL REGISTRATION. If the Company for itself or any of
its security holders shall at any time or times after the date hereof determine
to register under the Securities Act any shares of its capital stock or other
securities (other than (i) the registration of an offer, sale or other
disposition of securities solely to employees of, or other persons providing
services to, the Company, or any subsidiary pursuant to an employee or similar
benefit plan, (ii) registration with respect to the Company's initial public
offering and (iii) registrations incident to a merger, acquisition or other
transaction of the type described in Rule 145 under the Securities Act or a
comparable or successor rule, registered on Form S-4 or similar or successor
forms), on each such occasion the Company will notify each Holder of such
determination at least thirty (30) days prior to the filing of such registration
statement, and upon the request of any Holder given in writing within twenty
(20) days after the receipt of such notice, the Company will use its best
efforts as soon as practicable thereafter to cause any of the Common Stock
specified by any such Holder to be included in such registration statement to
the extent such registration is permissible under the Securities Act and subject
to the conditions of the Securities Act and this Agreement (an "Incidental
Registration")."
3. Section 4(c) of the Agreement is hereby deleted and replaced in
its entirety by the following:
"(c) HOLDBACK AGREEMENTS. Each Holder agrees, in connection with
the Company's initial public offering or, if so requested by the managing
underwriter or the Company, in connection with a registration effected in
accordance with Section 2, that it shall not, during the period 7 days prior to
and the 180 days after the date of the final prospectus relating to the initial
public offering or any underwritten registration pursuant to Section 2, (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 (i) the sale of any
Common Stock to an underwriter in connection with the Company's initial public
offering or any underwritten registration pursuant to Section 2, (ii)
transactions relating to shares of Common Stock or other securities convertible
into or exercisable or exchangeable for shares of Common Stock in open market
transactions after the completion of the initial public offering or any
underwritten registration pursuant to Section 2, or (iii) transfers as bona fide
gifts or to any trust for the benefit of a Holder or members of such Holder's
immediate family (which shall for purposes of this agreement mean any
relationship by blood, marriage or adoption not more remote than first cousin),
provided that the managing underwriter is given prior notice of such transfer
and the transferee agrees to be bound by the restrictions set forth herein."
4. All other terms of the Agreement, as heretofore in effect, are
hereby approved, ratified and confirmed.
IN WITNESS WHEREOF, this Amendment No. 2 to the Registration Rights
Agreement is hereby executed as of the date first written above by the Company
and Purchasers holding not less than 60% of the voting power represented by the
Series A Preferred Stock or Registrable Securities held by all of the
Purchasers.
HARVARDNET INC.
By:/s/ Xxxx Xxxxxxxx
---------------------------------------------
Name: Xxxx Xxxxxxxx
Title: President and Chief Executive Officer
MEDIA/COMMUNICATIONS PARTNERS III
LIMITED PARTNERSHIP
By: M/C III L.L.C., its General Partner
By:/s/ Xxxxx Xxxx
---------------------------------------------
Duly Authorized Signatory
M/C INVESTORS L.L.C.
By:/s/ Xxxxx Xxxx
---------------------------------------------
Duly Authorized Signatory
M/C VENTURE PARTNERS IV, L.P.
By:/s/ Xxxxx Xxxx
---------------------------------------------
Duly Authorized Signatory
CHESTNUT STREET PARTNERS, INC.
By:/s/ Xxxxx Xxxx
---------------------------------------------
Duly Authorized Signatory
FTT VENTURES LIMITED
By:/s/ Xxx X. Xxxxxxxx
---------------------------------------------
Name:
Title:
FIDELITY INVESTORS II LIMITED
PARTNERSHIP
By: Fidelity Investors Management, LLC,
its General Partner
By:/s/ Xxx X. Xxxxxxxx
---------------------------------------------
Name:
Title:
/s/ Xxxx X. Xxxxxxxx
------------------------------------------------
Xxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxx
------------------------------------------------
Xxxx X. XxXxxxx
