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EXHIBIT 3
NTT Rocky, Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 15, 1998
Xxxxx Xxxxxx Inc.
Credit Suisse First Boston
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
c/o Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Agreement not to sell or otherwise
dispose of securities of Verio Inc.
Ladies and Gentlemen:
The undersigned understands that Verio Inc. (the "Company") has filed
a registration statement on Form S-1 (No. 333-47099) with the Securities and
Exchange Commission in connection with the initial public offering (the
"Offering") of Common Stock ("Shares") of the Company. The undersigned further
understands that the Company proposes to enter into an underwriting agreement
(the "Underwriting Agreement") with Xxxxx Xxxxxx Inc., Credit Suisse First
Boston Corporation and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
(collectively, the "Underwriters"), in connection with the Offering.
In recognition of the benefit that such Offering will confer upon the
undersigned, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed
with the Offering, the undersigned hereby agrees, that, should the Offering be
consummated, for a period of six months from the date of the Underwriting
Agreement relating to such Offering, the undersigned will not, without the prior
written consent of Xxxxx Xxxxxx Inc., directly or indirectly, (i) 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, or
otherwise dispose of or transfer any Shares of the Company or any securities
convertible into or
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exchangeable or exercisable for the Shares of the Company, whether now owned or
hereafter acquired by the undersigned or with respect to which the undersigned
has or hereafter acquires the power of disposition or (ii) enter into any swap
or any other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of the Shares,
whether any such swap transaction is to be settled by delivery of the Shares or
other securities, in cash or otherwise.
Notwithstanding the foregoing, nothing in this letter shall prohibit
or restrict the undersigned or any Affiliate of the undersigned from selling or
otherwise transferring any Shares of the Company to any Affiliate of the
undersigned, provided that each such Affiliate of the undersigned acquiring
Shares of the Company execute a lock-up agreement in the form of this letter
concurrently with the consummation of any such sale or transfer to such
Affiliate. For purposes of this letter, an "Affiliate" of the undersigned shall
mean Nippon Telegraph and Telephone Corporation, a company incorporated under
the laws of Japan ("NTT"), and each direct or indirect wholly-owned subsidiary
of NTT.
Sincerely,
NTT ROCKY, INC.
/s/ XXXXXXX XXXXXXXX
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Name: Xxxxxxx Xxxxxxxx
Title: President
