Exhibit 10.01
AMENDMENT NO. 3
TO
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
This Amendment No. 3 (this "Amendment") to that certain Registration Rights
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and Lock-Up Agreement, dated as of September 2, 1999, as amended by Amendment
No. 1 thereto dated as of November 19, 1999 and by Amendment No. 2 thereto dated
as of February 23, 2000 (the "Registration Rights Agreement"), by and among CAIS
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Internet, Inc., a Delaware corporation ("CAIS"), and the former shareholders of
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Atcom, Inc. listed therein (the "Shareholders"), is made effective as of March
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21, 2000. Unless otherwise defined herein, capitalized terms used herein shall
have the same meanings as those set forth in the Registration Rights Agreement.
WHEREAS, the Registration Rights Agreement provides that it may be amended
upon the written consent of CAIS and the holders of a majority in amount of the
Registrable Securities; and
WHEREAS, the parties hereto desire to further amend the Registration Rights
Agreement as provided below.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties set forth below, intending to be legally bound, agree as follows:
1. Amendment to Section 2(a) of the Registration Rights Agreement. Section
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2(a) of the Registration Rights Agreement is hereby amended further to read
in full as follows:
(a) Each Holder agrees that it shall not transfer, offer, pledge, sell,
contract to sell, grant any options for the sale of or otherwise dispose
of, directly or indirectly, any Shares held by such Holder through June 1,
2000 (except with respect to any Offering to which any Piggyback Notice is
provided, or any Shelf Registration). If requested by an underwriter of
Common Stock, each Holder will reaffirm the agreement set forth in this
Section 2 in a separate writing in a form satisfactory to such underwriter.
The Company may impose stop-transfer instructions with respect to the
Shares, subject to the foregoing restriction until the end of said period.
2. Amendment to Section 2(b) of the Registration Rights Agreement. Section
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2(b) of the Registration Rights Agreement is hereby amended further to read
in full as follows:
(b) Notwithstanding anything in this Agreement to the contrary, in
connection with any Offering, each Holder who, as of the date of the
commencement of such Offering, owns (beneficially or of record) 110,000
Shares or more, agrees that, if requested by the managing underwriter of
the Offering, such Holder shall not, directly or indirectly, sell, offer,
contract to sell, grant any option to purchase, transfer the economic risk
of ownership in, make any short sale, pledge or otherwise dispose of, any
Shares, without the prior written consent of the managing underwriters of
the Offering for a period of ninety (90) days from the
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effective date of the registration statement under the Securities Act
relating to such Offering and to the extent otherwise permissible under the
requirements for a tax-free Merger; provided, however, that all officers
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and directors of the Company enter into similar agreements; and provided,
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further, that such Holder has been provided the opportunity to participate
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in such Offering, subject to any applicable cutback arrangements as set
forth herein. This restriction shall be binding upon any transferee of the
Shares (except for those transferees who purchased the Shares from a Holder
under a Registration Statement or a sale pursuant to Rule 144) and the
certificates for the Shares shall bear a legend to such effect. In order to
enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Shares until the end of such period.
3. Amendment to Section 3(a) of the Registration Rights Agreement. The first
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sentence of Section 3(a) of the Registration Rights Agreement is hereby
amended to read as follows:
(a) Filing of Shelf Registration Statement. The Company shall file a
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Shelf Registration Statement providing for the sale by the Holders of
the Registrable Securities no later than June 1, 2000, and the Company
shall use its best efforts to cause such Shelf Registration Statement
to be declared effective on or before July 8, 2000.
4. Piggyback Registration. Notwithstanding any other provision to the
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contrary in the Registration Rights Agreement, the Company shall use its
best efforts to include at least 400,000 shares of Registrable Securities
in any underwritten primary registration effected for the Company's account
prior to June 1, 2000. Notwithstanding any other provision to the contrary
in the Registration Rights Agreement, including the definition of
"Registration Expenses" therein, the Company shall pay underwriting
discounts and commissions for up to 400,000 shares of Registrable
Securities included in any Registration Statement filed by the Company on
or before June 1, 2000.
5. Amendment to Section 3(e) of the Registration Rights Agreement. Section 3(e)
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of the Registration Rights Agreement is hereby amended to read in full as
follows:
(e) Market Standoff. Notwithstanding anything to the contrary set forth
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herein, (A) the Company shall be under no obligation to file any Shelf
Registration Statement during the period commencing when such Holders
receive a Piggyback Notice as defined below, and ending 60 days after
the effectiveness of any Registration Statement subject to Section 4
hereof; provided, however, that after the expiration of such 60 days
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period, the Company shall file and use its best efforts to cause such
Shelf Registration Statement to be declared effective as promptly as
practicable; and (B) no Holder shall sell, directly or indirectly, any
Shares under a Shelf Registration Statement previously filed in
connection with a Shelf Registration during the period starting with
the date such Holder receives a Piggyback Notice (as defined below)
and ending on the date which is
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sixty (60) days after the effective date of a Registration Statement
subject to Section 4 hereof.
6. Governing Law. This Amendment shall be construed in accordance with and
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governed by the laws of the State of California without regard to choice of
law principals.
7. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.
8. Effect of Amendment. Except as expressly provided in this Amendment, the
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Registration Rights Agreement shall remain unmodified and in full force and
effect.
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IN WITNESS WHEREOF, CAIS has executed this Amendment, and the following
Holders, who own Registrable Securities representing a majority of all
Registrable Securities, have acknowledged and agreed to this Amendment, all as
of the date first above written.
CAIS INTERNET, INC.
/s/ Ulysses G. Auger, II
By: _______________________________
Name:______________________________
NEIL R. SENTURIA, in his individual
capacity
/s/ Neil R. Senturia
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FUNDS MANAGED BY PATRICOF &
CO. VENTURES, INC.
By: /s/ Thomas P. Hirschfeld
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Name: Thomas P. Hirschfeld
Managing Director
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