EX-4.5 AMENDMENT #1 TO THE RIGHTS AGREEMENT



 




Exhibit 4.5




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:




	 	 	“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.”





     2. Section 21 of the Rights Agreement is hereby amended by inserting the
following sentence immediately after the first sentence thereof:




	 	 	“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.”





     3. Section 26 of the Rights Agreement is hereby amended by deleting the
first sentence thereof in its entirety and substituting therefor the following:




	 	 	“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 another address is filed in writing with
the Rights Agent) as follows:





	 	 	 
	 	 	
Akamai Technologies, Inc.
	 	 	
Eight Cambridge Center
	 	 	
Cambridge, MA 02142
	 	 	
Attention: Chief Executive Officer
	 	 	 
	 	 	
with a copy to:







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Hale and Dorr LLP
	 	 	
60 State Street
	 	 	
Boston, MA 02109
	 	 	
Attention: Susan W. Murley, Esq.”






     4. Section 27 of the Rights Agreement is hereby amended by deleting such
section in in its entirety and substituting therefor the following:




	 	 	“Section 27. Supplements and Amendments. Except as provided in
the penultimate sentence of this Section 27, for so long as the
Rights are then redeemable, the Company may, in its sole and
absolute discretion, and the Rights Agent shall, if the Company so
directs, supplement or amend any provision of this Agreement in
any respect without the approval of any holders of the Rights. At
any time when the Rights are no longer redeemable, except as
provided in the penultimate sentence of this Section 27, the
Company may, by approval of at least 75% of the members of the
Board, and the Rights Agent shall, if the Company so directs,
supplement or amend this Agreement without the approval of any
holders of Rights in order (i) to cure any ambiguity or (ii) to
correct or supplement any provision contained herein which may be
defective or inconsistent with any other provisions herein,
provided that no such supplement or amendment shall adversely
affect the interests of the holders of Rights as such (other than
an Acquiring Person or an Affiliate or Associate of an Acquiring
Person). Upon the delivery of a certificate from an appropriate
officer of the Company which states that the proposed supplement
or amendment is in compliance with the terms of this Section 27,
the Rights Agent shall execute such supplement or amendment. Any
supplement or amendment that the Rights Agent is required to sign
pursuant to this Section 27 shall be effective upon execution by
the Company (whether or not then executed by the Rights Agent or
the certificate referred to in the immediately preceding sentence
has been delivered). Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment shall be
made which changes the Redemption Price. Prior to the
Distribution Date, the interests of the holders of Rights shall be
deemed coincident with the interests of the holders of Common
Stock.”





     5. The Rights Agreement is hereby amended to insert the following section
in its entirety:




	 	 	“Section 35. Force Majeure. Notwithstanding anything to the contrary
contained herein, the Rights Agent shall not be liable for any delays or
failures in performance resulting from acts beyond its reasonable control
including, without limitation, acts of God, terrorist acts, shortage of
supply, breakdowns or malfunctions, interruptions or malfunction of
computer facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor
difficulties, war, or civil unrest.”





     IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to
Rights Agreement, intending that it be executed under seal, as of the date
first written above.




	 	 	 	 	 	 	 	 	 	 	 
	AKAMAI TECHNOLOGIES, INC.	 	EQUISERVE TRUST COMPANY, N.A.,

AS RIGHTS AGENT
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	By:	 	
/S/ PAUL SAGAN
	 	By:
	 	/s/ Paula Gill	 	 	 	 
	 	 	


	 	 	 	
	 	 	 	 








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