Exhibit 4.3
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
June 9, 1999
To each of the Purchasers named in
Schedule I to the Series B Convertible
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Preferred Stock Purchase Agreement
dated June 9, 1999 (the "Purchasers")
Ladies and Gentlemen:
On June 4, 1998 SkyCache, Inc., a Delaware corporation (the "Company"),
Douglas E. Humphrey, Lisa Losito, each of the several purchasers listed on
Schedule I to that certain Series A Convertible Preferred Stock Purchase
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Agreement of even date therewith, Anchor Financial Group LLC, and the holders of
the Warrants to Purchase shares of the Common Stock, $.01 par value, of the
Company issued pursuant to that certain Bridge Financing Agreement dated
February 16, 1998, entered into a Registration Rights Agreement (the
"Agreement") of even date therewith. The parties to the Agreement now wish to
amend the Agreement to extend the rights and benefits thereof to holders of
Series B Convertible Preferred Stock, $.01 par value, of the Company (the
"Series B Preferred Stock") issued pursuant to that certain Series B Convertible
Preferred Stock Purchase Agreement of even date herewith (the "Series B Stock
Purchase Agreement") by and among the Company and the Purchasers and to make
certain other changes as hereinafter set forth. In consideration of and
pursuant to the foregoing, the Company covenants and agrees with each of you
that the Agreement is hereby amended as follows:
1. All of the shares of Series B Preferred Stock purchased pursuant to
the Series B Stock Purchase Agreement shall be "Preferred Shares"
for all purposes and to the same extent as if they were originally
included as "Preferred Shares" under the Agreement and all
references in the Agreement to the "Preferred Stock" and the
"Purchase Agreement" shall include all of the shares of such Series
B Preferred Stock and the Series B Stock Purchase Agreement,
respectively.
2. The last sentence of Section 6 of the Agreement shall be deleted in
its entirety and replaced with following:
"Whenever the Company is required by this Section 6 to use its best
efforts to effect the registration of Restricted Stock, each of the
procedures and requirements of Section 4 (including but not limited to
the requirement that the Company notify all holders of Restricted
Stock from whom notice has not been received and provide them with the
opportunity to participate in the offering) shall apply to such
registration, provided, however, that the Company shall not be
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obligated to effect more than two such registrations in any twelve
month period on Form S-3 under this Section 6, and provided, further,
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however, that the requirements contained in the first sentence of
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Section 4(a) shall not apply to any registration on Form S-3 which may
be requested and obtained under this Section 6."
This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
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Please indicate your acceptance of the foregoing by signing and returning
the enclosed counterpart of this letter, whereupon this Agreement shall be a
binding agreement between the Company and you.
Very truly yours,
SKYCACHE, INC.
By: /s/ Douglas E. Humphrey
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Douglas E. Humphrey
President and Chief Executive
Officer
AGREED TO AND ACCEPTED as of the
date first above written.
CARLYLE VENTURE PARTNERS, L.P.
By: Its General Partner, TCG Ventures, Ltd.
By:/s/ J. Mitchell Reese
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J. Mitchell Reese
Attorney in Fact
C/S VENTURE INVESTORS, L.P.
By: Its General Partner, TCG Ventures, Ltd.
By: /s/ J. Mitchell Reese
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J. Mitchell Reese
Attorney in Fact
CARLYLE U.S. VENTURE PARTNERS, L.P.
By: Its General Partner, TCG Ventures, L.L.C.
By: /s/ J. Mitchell Reese
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J. Mitchell Reese
Managing Director
CARLYLE VENTURE COINVESTMENT, L.L.C.
By: Its Manager, TCG Ventures, L.L.C.
By: /s/ J. Mitchell Reese
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J. Mitchell Reese
Managing Director
PURCHASERS NOT PREVIOUSLY
PARTY TO THE AGREEMENT
NEW ENTERPRISE ASSOCIATES VIII,
LIMITED PARTNERSHIP
By: NEA Partners VIII, Limited Partnership
General Partner
By: /s/ Nancy Dorman
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General Partner
NEA PRESIDENTS' FUND, L.P.
By: NEA General Partners, L.P.
General Partner
By:/s/ Nancy Dorman
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General Partner
NEA VENTURES 1999, L.P.
By:/s/ Nancy Dorman
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Vice President
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/s/ Frank A. Bonsal
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Frank A. Bonsal
/s/ John Landry
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John Landry
/s/ Avram Miller, Trustee
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The Avram Miller Trust
Intel Corporation
/s/ Arvind Sodhani
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Arvid Sohani, Vice President and Treasurer
Institutional Venture Partners, VIII, L.P.
By: its General Partner, Institutional Venture Management VIII, LLC
By: /s/ R. Thomas Dyal
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R. Thomas, Dyal, Managing Director
IVM Investment Management Fund VIII, LLC,
By: its Manager Institutional Venture Management VIII, LLC
By: /s/ R. Thomas Dyal
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R. Thomas, Dyal, Managing Director
IVP Broadband Fund, L.P.,
By: its General Partner IVP Broadband Management, LLC,
By: its Managing Director, Institutional Venture management VIII, LLC
By: /s/ R. Thomas Dyal
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R. Thomas, Dyal, Managing Director
Series B Purchaser
/s/ Thomas Washburne
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Thomas Washburne