Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS
AGREEMENT
THIS AMENDMENT NO.
1 TO RIGHTS AGREEMENT is entered into as of January 29, 2004
by and between Akamai Technologies, Inc., a Delaware corporation
(the “Company”) and EquiServe Trust Company, N.A., a
national banking association, as Rights Agent (the “Rights
Agent”).
WHEREAS, the
Company and the Rights Agent are parties to that certain Rights
Agreement dated September 10, 2002 (the “Rights
Agreement”);
WHEREAS, the
Rights (as defined in the WHEREAS clause at the beginning of the
Rights Agreement) are still redeemable; and
WHEREAS, the
Company has directed the Rights Agent to enter into this Amendment
No. 1 pursuant to Section 27 of the Rights
Agreement;
NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth
herein, the parties agree as follows:
1. Section 7(b)
of the Rights Agreement is hereby amended by deleting such section
in its entirety and substituting therefor the following:
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“The
Purchase Price for each one one-thousandth of a share of Preferred
Stock pursuant to the exercise of a Right shall initially be $65.00
and shall be subject to adjustment from time to time as provided in
Sections 11 and 13(a) hereof and shall be payable in lawful
money of the United States of America in accordance with paragraph
(c) below.”
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2. Section 21
of the Rights Agreement is hereby amended by inserting the
following sentence immediately after the first sentence
thereof:
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“In the
event the transfer agency relationship in effect between the
Company and the Rights Agent terminates pursuant to the
Company’s termination of such relationship, the Rights Agent
will be deemed to resign automatically on the effective date of
such termination; and any required notice will be sent by the
Company.”
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3. Section 26
of the Rights Agreement is hereby amended by deleting the first
sentence thereof in its entirety and substituting therefor the
following:
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“Section 26. Notices. Notices or
demands authorized by this Agreement to be given or made by the
Rights Agent or by the holder of any Rights Certificate to or on
the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until
anothe
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