REGISTRATION RIGHTS AGREEMENT Datedas of February 22, 2017 by andamong InternapCorporation and theStockholders party hereto

EX-10.2 3 t1700135_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

Dated as of February 22, 2017

by and among

Internap Corporation

and

the Stockholders party hereto

TABLE OF CONTENTS

1.	Certain Definitions	1

2.	Shelf Registration Statements	4

3.	Additional Demand Registrations	6

4.	Piggyback Registrations	8

5.	Selection of Underwriters	9

6.	Holdback Agreements	9

7.	Procedures	9

8.	Registration Expenses	14

9.	Indemnification	14

10.	Rule 144	16

11.	Transfer of Registration Rights	16

12.	Conversion of Other Securities	17

13.	Miscellaneous	17

Exhibit A

Form of Joinder

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, dated as of February 22, 2017, is by and among Internap Corporation, a Delaware corporation (the “Company”), and each of the stockholders of the Company listed in the signature pages hereto (each, an “Initial Stockholder” and collectively the “Initial Stockholders”).

WHEREAS, the Company and the Initial Stockholders have on the date hereof entered into that certain Securities Purchase Agreement (as defined below);

WHEREAS, pursuant to the Securities Purchase Agreement, the Initial Stockholders purchased an aggregate of 23,802,850 shares (the “Purchased Shares”) of the Company’s Common Stock (as defined below); and

WHEREAS, the parties hereto wish to enter into this Agreement on the date hereof in order to set forth their relative rights with regard to the registration of the Company’s securities and certain other matters.

In consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Certain Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

“Affiliate” of any Person means any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) as used with respect to any Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Registration Rights Agreement, including all amendments, modifications and supplements hereof and any exhibits hereto.

“Blackout Period” has the meaning set forth in Section 7(e) hereof.

“Board” means the Company’s Board of Directors.

“Business Day” means any day, except a Saturday, Sunday or legal holiday on which banking institutions in the City of New York are authorized or obligated by law or executive order to close.

“Common Stock” means the common stock, par value $0.001 per share, of the Company.

“Company” has the meaning set forth in the Preamble and includes any

other Person referred to in the second sentence of Section 13(c) hereof.

“Delay Period” means a Demand Delay Period and a Shelf Delay Period.

“Demand Delay Period” has the meaning set forth in Section 3(d) hereof.

“Demand Registration” has the meaning set forth in Section 3(a) hereof.

“Demand Registration Statement” has the meaning set forth in Section 3(a) hereof.

“Demand Stockholders” means, as of the date of determination, any Stockholder or Stockholders holding in the aggregate shares of Common Stock that constitute 10% or more of the Purchased Shares.

“Effectiveness Deadline” has the meaning set forth in Section 2(a) hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Full Cooperation” means, in connection with any underwritten offering, that, in addition to the cooperation otherwise required by this Agreement, (a) members of senior management of the Company (including the chief executive officer and chief financial officer) fully and reasonably cooperate with the underwriter(s) in connection therewith and make themselves reasonably available to participate in “road-show” and other customary marketing activities in such locations (domestic and foreign) as recommended by the underwriter(s) (including one-on-one meetings with prospective purchasers of the Registrable Securities); provided that such activities shall not unreasonably interfere with the duties of such members of senior management in the ordinary course of the Company’s business and (b) the Company prepares preliminary and final prospectuses (preliminary and final prospectus supplements in the case of an offering pursuant to the Shelf Registration Statement) for use in connection therewith containing such additional information as reasonably requested by the underwriter(s) (in addition to the minimum amount of information required by law, rule or regulation).

“Fully Marketed Underwritten Offering” means an underwritten offering in which there is Full Cooperation.

“Governmental Entity” means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

“Initial Stockholders” has the meaning set forth in the Preamble.

“Joinder” has the meaning set forth in Section 11(a) hereof.

“Permitted Transferee” has the meaning set forth in Section 11(a) hereof.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, Governmental Entity or any other entity.

“Piggyback Registration” has the meaning set forth in Section 4(a) hereof.

“Prospectus” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“Purchased Shares” has the meaning set forth in the Recitals.

“Registrable Securities” means (i) the Purchased Shares, (ii) any other shares of Common Stock of the Company owned as of the date hereof by the Initial Stockholders (including, for the avoidance of doubt, any shares of Common Stock held by Affiliates of or funds managed by the Initial Stockholders or held in advisory accounts for which the Initial Stockholders have investment discretion) and (iii) any shares of Common Stock issued as a distribution with respect to, in exchange for, upon exercise of, or in replacement of any such Purchased Shares or other Common Stock, in each case held by such Stockholder; provided, however, that such securities shall cease to be Registrable Securities when (x) a Registration Statement registering such securities under the Securities Act has been declared effective and such securities have been sold or otherwise transferred by the holder thereof pursuant to such effective Registration Statement or (y) such securities are sold in accordance with Rule 144.

“Registration Statement” means any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such rule.

“Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC as a replacement thereto having substantially the same effect as such rule.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Purchase Agreement” means the Securities Purchase Agreement, dated as of February 22, 2017, by and among the Company and the Initial Stockholders.

“Shelf Delay Period” has the meaning set forth in Section 2(d) hereof.

“Shelf Registration Statement” has the meaning set forth in Section 2(a) hereof.

“Stockholders” means (i) the Initial Stockholders and (ii) each Permitted Transferee who becomes a party to or bound by the provisions of this Agreement in accordance with the terms hereof.

“Suspension Notice” has the meaning set forth in Section 7(e) hereof.

2. Shelf Registration Statements.

(a) Filing of Registration Statement. After the Company files its annual report on Form 10-K for the year ended December 31, 2016, the Company shall use its best efforts to promptly, but in no event later than 15 days following such Form 10-K filing, file a Registration Statement on Form S-3 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by the Stockholders of the Registrable Securities beneficially owned by such Stockholders (including the Prospectus, amendments and supplements to the Registration Statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such shelf registration statement, the “Shelf Registration Statement”). The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC as promptly as practicable following such filing, but in no event later than 90 days following the date hereof (the “Effectiveness Deadline”). If the Shelf Registration Statement is not declared effective by the SEC on or prior to the Effectiveness Deadline, the Company will make pro rata payments to each Stockholder, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price initially paid for such Registrable Securities pursuant to the Securities Purchase Agreement, for each 30-day period or pro rata for any portion thereof following the Effectiveness Deadline for which the Registration Statement has not been declared effective. Such payments shall not be an exclusive remedy for such events and shall not affect the right of the Stockholders to seek injunctive relief under this Agreement. Such payments shall be made to each Stockholder in cash no later than three (3) Business Days after the end of each 30-day period. The Company shall use its reasonable best efforts to maintain the effectiveness of the Shelf Registration Statement for a period of at least thirty-six (36) months in the aggregate plus the duration of any Blackout Period or Shelf Delay Period, or such shorter period that shall terminate when all of the Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement in accordance with the plan of distribution set forth therein.

(b) Number of Fully Marketed Underwritten Offerings. Each Demand Stockholder shall be entitled to request an aggregate of three (3) Fully Marketed Underwritten Offerings pursuant to the Shelf Registration Statement. If any Demand Stockholder requests a Fully Marketed Underwritten Offering, the Company shall provide Full Cooperation in connection therewith. An underwritten offering shall not count as one of the permitted Fully Marketed Underwritten Offerings if the Company does not provide Full Cooperation in connection therewith or such Demand Stockholders are not able to sell at least 50% in the aggregate of the Registrable Securities desired to be sold in such Fully Marketed Underwritten Offering. Except as provided in this Section 2(b), there shall be no limitation on the number of takedowns off the Shelf Registration Statement.

(c) Priority on Fully Marketed Underwritten Offerings. If in connection with a Fully Marketed Underwritten Offering pursuant to this Section 2 the managing underwriter shall advise the Company that in its opinion the number of securities requested to be included in such offering exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such Fully Marketed Underwritten Offering the maximum number of securities that such underwriter advises can be so sold without having such effect, allocated (i) first, to Registrable Securities requested by the Demand Stockholders to be included in such Fully Marketed Underwritten Offering and (ii) second, among all securities requested to be included in such registration by any other Persons (including securities to be sold for the account of the Company) allocated among such Persons in such manner as they may agree.

(d) Restrictions on Shelf Registrations and Fully Marketed Underwritten Offerings. The Company may postpone the filing or effectiveness of a Shelf Registration Statement or the commencement of any Fully Marketed Underwritten Offering pursuant to a Shelf Registration Statement if, based on the good faith judgment of the Board, such postponement is necessary in order to avoid premature disclosure of a matter that (x) would be required to be made so that such Shelf Registration Statement would not be materially misleading and (y) the Board has determined would not be in the best interest of the Company to be disclosed at such time; provided, however, that the Demand Stockholders requesting such Shelf Registration Statement or Fully Marketed Underwritten Offering shall be entitled, at any time after receiving notice of such postponement, to withdraw such request and, if such request is withdrawn, such Shelf Registration Statement or Fully Marketed Underwritten Offering thereunder shall not count as one of the permitted Fully Marketed Underwritten Offerings contemplated in Section 2(b). The Company shall provide written notice to the Demand Stockholders of (x) any postponement of the filing or effectiveness of the Shelf Registration Statement or a Fully Marketed Underwritten Offering pursuant to this Section 2(d), (y) the Company’s decision to file or seek effectiveness of such Shelf Registration Statement or commence such Fully Marketed Underwritten Offering following such postponement and (z) the effectiveness of such Shelf Registration Statement. The Company may defer the filing or effectiveness of such Shelf Registration Statement or the commencement of a particular Fully Marketed Underwritten Offering pursuant to this Section 2(d) only once during any 12-month period. Notwithstanding the provisions of this Section 2(d), the Company may not postpone the filing or effectiveness of a Shelf Registration Statement or the commencement of a Fully

Marketed Underwritten Offering past the date that is the earliest of (a) the date upon which any disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (b) thirty (30) days after the date upon which the Board has determined such matter should not be disclosed and (c) such date that, if such postponement continued, would result in there being more than forty-five (45) days in the aggregate in any 12-month period during which the filing or effectiveness of the Shelf Registration Statement or the commencement of one or more Fully Marketed Underwritten Offerings has been so postponed. The period during which filing or effectiveness of a Shelf Registration Statement or commencement of a Fully Marketed Underwritten Offering is so postponed hereunder is referred to as a “Shelf Delay Period.” If the Shelf Delay Period exceeds the periods permitted by this Section 2(d), the Company will make pro rata payments to each Demand Stockholder, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price initially paid for such Registrable Securities pursuant to the Securities Purchase Agreement, for each 30-day period or pro rata for any portion thereof during which the Shelf Delay Period exceeds the periods permitted by this Section 2(d). Such payments shall not be an exclusive remedy for such events and shall not affect the right of the Demand Stockholders to seek injunctive relief under this Agreement. Such payments shall be made to each Demand Stockholder in cash no later than three (3) Business Days after the end of each 30-day period.

3. Additional Demand Registrations.

(a) Right to Request Registration. If at any time during this Agreement, the Company is not then eligible to register for resale the Registrable Securities on Form S-3 or other registration form for a shelf offering to be made from time to time pursuant to Rule 415 or if Rule 415 is otherwise not available to the Company for the offer and sale of the Registrable Securities, the Registrable Securities may be registered separate from a Shelf Registration Statement. Any time after the date hereof and subject to the foregoing sentence and Section 2(a), any Demand Stockholders may request registration for resale under the Securities Act of all or part of the Registrable Securities pursuant to a Registration Statement separate from the Shelf Registration Statement (a “Demand Registration”). As promptly as practicable after such request, but in any event within fifteen (15) days of such request by the Demand Stockholders, the Company shall file a Registration Statement registering for resale such number of shares of Registrable Securities held by such Demand Stockholders as requested to be so registered (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, a “Demand Registration Statement”). In connection with each such Demand Registration involving an underwritten offering, the Company shall provide Full Cooperation.

(b) Number of Demand Registrations. Each Demand Stockholder will be entitled to request a total of three (3) Demand Registrations pursuant to Section 3(a), minus the number of Fully Marketed Underwritten Offerings completed from the Shelf Registration Statement. A registration shall not count as one of the permitted Demand Registrations pursuant to Section 3(a) (i) if the related Demand Registration Statement does

not become effective, (ii) if the Demand Stockholders are not able to register and sell at least 50% of the aggregate Registrable Securities requested to be included in such registration, (iii) if the Company did not provide Full Cooperation in connection therewith or (iv) in the case of a Demand Registration that would be the last permitted Demand Registration requested pursuant to Section 3(a), if the Demand Stockholders are not able to register and sell all of the Registrable Securities requested to be included in such registration.

(c) Priority on Demand Registrations. If a Demand Registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter shall advise the Company that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of securities that such underwriter advises can be so sold without having such effect, allocated (i) first, to Registrable Securities requested by the Demand Stockholders to be included in such registration and (ii) second, among all securities requested to be included in such registration by any other Persons (including securities to be sold for the account of the Company) allocated among such Persons in such manner as they may agree.

(d) Restrictions on Demand Registrations. The Company may postpone the filing or the effectiveness of a Demand Registration Statement if, based on the good faith judgment of the Board, such postponement is necessary in order to avoid premature disclosure of a matter that (x) would be required to be made so that such Demand Registration Statement would not be materially misleading and (y) the Board has determined would not be in the best interest of the Company to be disclosed at such time; provided, however, that the Demand Stockholder requesting such Demand Registration Statement shall be entitled, at any time after receiving notice of such postponement and before such Demand Registration Statement becomes effective, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations. The Company shall provide written notice to the Demand Stockholders of (x) any postponement of the filing or effectiveness of a Demand Registration Statement pursuant to this Section 3(d), (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such postponement and (z) the effectiveness of such Demand Registration Statement. The Company may defer the filing or effectiveness of a particular Demand Registration Statement pursuant to this Section 3(d) only once during any 12-month period. Notwithstanding the provisions of this Section 3(d), the Company may not postpone the filing or effectiveness of a Demand Registration Statement past the date that is the earliest of (a) the date upon which any disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed is disclosed to the public or ceases to be material, (b) forty-five (45) days after the date upon which the Board has determined such matter should not be disclosed and (c) such date that, if such postponement continued, would result in there being more than sixty (60) days in the aggregate in any 12-month period during which the filing or effectiveness of one or more Registration Statements has been so postponed. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Demand Delay Period.”

(e) Effective Period of Demand Registrations. After any Demand Registration filed pursuant to this Agreement has become effective, the Company shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period of at least one hundred and eighty (180) days from the date on which the SEC declares such Demand Registration Statement effective plus the duration of any Demand Delay Period and any Blackout Period, or such shorter period that shall terminate when all of the Registrable Securities covered by such Demand Registration Statement have been sold pursuant to such Demand Registration Statement in accordance with the plan of distribution set forth therein.

4. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to publicly sell or register for sale any of its common equity securities pursuant to a registration statement under the Securities Act (other than a registration statement on Form S-4 or Form S-8 or any similar successor forms thereto), whether for its own account or for the account of one or more securityholders of the Company which permits the inclusion of a Stockholder’s Registrable Securities (a “Piggyback Registration”), the Company shall give prompt written notice to each Stockholder of its intention to effect such sale or registration and, subject to Sections 4(b) and 4(c), shall include in such transaction all Registrable Securities with respect to which the Company has received a written request from the Stockholders for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion, without prejudice to the Stockholders’ right to immediately request a Demand Registration or Shelf Registration Statement hereunder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 3 of this Agreement or a Shelf Registration Statement for purposes of Section 2 of this Agreement.

(b) Priority on Primary Registrations. If a Piggyback Registration is initiated as an underwritten primary registration on behalf of the Company, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities the Company proposes to sell and (ii) second, to the Registrable Securities and other securities requested to be included in such registration by the Stockholders and other security holders of the Company, pro rata among the holders of such securities on the basis of the number of shares, including Registrable Securities, requested to be registered by such holders.

(c) Priority on Secondary Registrations. If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of the Company’s securities other than Registrable Securities and such registration permits the inclusion of a Stockholder’s Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of securities requested to be included in such

registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such underwriter advises can be so sold without having such effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration and (ii) the Registrable Securities and other securities requested to be included in such registration by the Stockholders, other security holders and the Company, pro rata among the Stockholders, such other security holders and the Company on the basis of the number of shares requested to be registered by them.

5. Selection of Underwriters. If any of the Registrable Securities covered by a Demand Registration Statement or a Shelf Registration Statement is to be sold in an underwritten offering, the Stockholders shall have the right to select the managing underwriter(s) to administer the offering subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed.

6. Holdback Agreements. The Company agrees not to, and shall exercise its reasonable best efforts to obtain agreements (in the underwriters’ customary form) from its directors and executive officers not to, directly or indirectly offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any equity securities of the Company or enter into any hedging transaction relating to any equity securities of the Company during the ninety (90) days beginning on the pricing date of any underwritten offering pursuant to a Registration Statement (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms thereto) unless the underwriter managing the offering otherwise agrees to a shorter period.

7. Procedures.

(a) Whenever one or more Stockholders request that any Registrable Securities be registered or sold pursuant to this Agreement, the Company shall use its reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended methods of disposition thereof, and pursuant thereto the Company shall as promptly as reasonably possible:

(i) prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective as soon as practicable thereafter; and before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including any prospectus supplement for a shelf takedown), furnish to the Stockholders participating in such Registration Statements and the underwriter(s), if any, copies of all such documents proposed to be filed, including documents incorporated by reference in the Prospectus and, if requested by such Stockholders, the exhibits incorporated by reference, provided, that any such item which is available on the SEC’s EDGAR system (or successor thereto) need not be furnished, and such Stockholders (and the underwriter(s), if any) shall have the opportunity to review and comment thereon (other than such documents incorporated by reference in the Prospectus), and the Company will not file such

Registration Statement or Prospectus or any amendment or supplement thereto in a form to which the Stockholders (and the underwriter(s), if any) reasonably objects;

(ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for a period of not less than one hundred and eighty (180) days (plus the duration of any Delay Period and any Blackout Period), in the case of a Demand Registration Statement or a period of three years, in the case of a Shelf Registration Statement, or in each case such shorter period as is necessary to complete the distribution of the securities covered by such Registration Statement and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by such Stockholders thereof set forth in such Registration Statement and, in the case of the Shelf Registration Statement, prepare such prospectus supplements containing such disclosures as may be reasonably requested by such Stockholders or any underwriter(s) in connection with each shelf takedown; provided that the Company shall not have any obligation to include such requested disclosure if the Company reasonably expects that doing so would cause the applicable Prospectus to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(iii) furnish to such Stockholders such number of copies of such Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus) and such other documents as such Stockholders and any underwriter(s) may reasonably request in order to facilitate the disposition of the Registrable Securities, provided, however, that the Company shall have no obligation to furnish copies of a final prospectus if the conditions of Rule 172(c) under the Securities Act are satisfied by the Company;

(iv) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions (domestic or foreign) as such Stockholders and any underwriter(s) reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable such Stockholders and any underwriter(s) to consummate the disposition in such jurisdictions of the Registrable Securities (provided, that the Company will not be required to (1) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (iv), (2) subject itself to taxation in any such jurisdiction or (3) consent to general service of process in any such jurisdiction);

(v) notify such Stockholders and any underwriter(s), at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading, and, at the request of such Stockholders or any underwriter(s), the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such

Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading;

(vi) in the case of an underwritten offering, (A) enter into such customary agreements (including underwriting agreements in customary form), (B) take all such other actions as such Stockholders or the underwriter(s) reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, causing senior management and other Company personnel to cooperate with such Stockholders and the underwriter(s) in connection with performing due diligence) and (C) cause its counsel to issue opinions of counsel in form, substance and scope as are customary in underwritten offerings, addressed and delivered to the underwriter(s) and such Stockholders;

(vii) in connection with each Demand Registration requested by the Demand Stockholders pursuant to Section 3 and each Fully Marketed Underwritten Offering requested by the Stockholders pursuant to Section 2, provide Full Cooperation and, in all other cases, cause members of senior management of the Company to be reasonably available to participate in, and to reasonably cooperate with the underwriter(s) in connection with customary marketing activities (including select conference calls and one-on-one meetings with prospective purchasers); provided that such activities shall not unreasonably interfere with the duties of such senior management in the ordinary course of the Company’s business;

(viii) make available for inspection by such Stockholders, any underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by such Stockholders or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, managers, employees and independent accountants to supply all information reasonably requested by such Stockholders, underwriter, attorney, accountant or agent in connection with such Registration Statement;

(ix) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement;

(x) if requested by underwriter(s) in connection with an underwritten offering, cause to be delivered, immediately prior to the pricing of such underwritten offering and at the time of closing of the sale of Registrable Securities pursuant to such underwritten offering, letters from the Company’s independent registered public accountants and any other accountants whose reports are included or incorporated by reference in such Registration Statement addressed to such Stockholders and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the Securities Act and the applicable rules and regulations adopted by the SEC thereunder, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent registered public accountants delivered in connection with underwritten public offerings;

(xi) make generally available to its securityholders a consolidated earnings statement (which need not be audited) for the twelve (12) months beginning after the effective date of a Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earnings statement under Section 11(a) of the Securities Act; and

(xii) promptly notify such Stockholders and the underwriter or underwriters, if any:

(1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;

(2) of any written request by the SEC for amendments or supplements to the Registration Statement or Prospectus;

(3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and

(4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction.

(b) The Company represents and warrants that no Registration Statement (including any amendments or supplements thereto and Prospectuses contained therein) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading (except that the Company makes no representation or warranty with respect to information relating to a Stockholder furnished to the Company by or on behalf of such Stockholder specifically for use therein).

(c) The Company shall make available to the Stockholders (and the underwriters, if any) (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company, one copy of each Registration Statement and any amendment thereto, each preliminary Prospectus and Prospectus and each amendment or supplement thereto, each letter written by or on behalf of the Company to the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), and each item of correspondence from the SEC or the staff of the SEC (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case relating to a Shelf Registration Statement or a Demand Registration Statement, and (ii) such number of copies of a Prospectus, including a

preliminary Prospectus, and all amendments and supplements thereto and such other documents as any Stockholder or any underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities. The Company will promptly notify the Stockholders of the effectiveness of each Registration Statement or any post-effective amendment. The Company will promptly respond to any and all comments received from the SEC, with a view towards causing each Registration Statement or any amendment thereto to be declared effective by the SEC as soon as practicable and shall file an acceleration request as soon as practicable following the resolution or clearance of all SEC comments or, if applicable, following notification by the SEC that any such Registration Statement or any amendment thereto will not be subject to review.

(d) The Company may require the Stockholders to furnish to the Company any other information regarding such Stockholders and the distribution of such securities as the Company reasonably determines, based on the advice of counsel, is required to be included in any Registration Statement. Additionally, each Stockholder agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder. Each Stockholder agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to a Registration Statement.

(e) Each Stockholder agrees that, upon notice from the Company of the happening of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits any material fact necessary to make the statements therein not misleading (a “Suspension Notice”), such Stockholder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement for a reasonable length of time not to exceed ten (10) days (thirty (30) days in the case of an event described in Section 2(d) or Section 3(d)) until such Stockholder is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 7(a) hereof; provided, however, that such postponement of sales of Registrable Securities by such Stockholder shall not exceed thirty (30) days in the aggregate in any six-month period. If the Company shall give the Stockholders any Suspension Notice, the Company shall extend the period of time during which the Company is required to maintain the applicable Registration Statement effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such Suspension Notice to and including the date the Stockholders either are advised by the Company that the use of the Prospectus may be resumed or receive copies of the supplemented or amended Prospectus contemplated by Section 7(a) (a “Blackout Period”). In any event, the Company shall not be entitled to deliver more than a total of two (2) Suspension Notices in any twelve (12) month period. If the Blackout Period exceeds the periods permitted by this Section 7(e), the Company will make pro rata payments to each Stockholder, as liquidated damages and not as a penalty, in an amount equal to 1.5% of the aggregate purchase price initially paid for such Registrable Securities pursuant to the Securities Purchase Agreement, for each 30-day period or pro rata for any portion thereof during which the Blackout Period exceeds the periods permitted by this Section 7(e). Such payments shall not be an exclusive remedy for such events and shall not affect the right of

the Stockholders to seek injunctive relief under this Agreement. Such payments shall be made to each Stockholder in cash no later than three (3) Business Days after the end of each 30-day period.

(f) The Company shall not permit any officer, manager, underwriter, broker or any other person acting on behalf of the Company to use any free writing prospectus (as defined in Rule 405 under the Securities Act) in connection with any Registration Statement covering Registrable Securities, without the prior written consent of the Stockholders and any underwriter.

(g) In no event shall the Company be required to effect more than one underwritten offering hereunder within any six-month period, whether as a Fully Marketed Underwritten Offering pursuant to the Shelf Registration Statement or, in the event the Company is not eligible for registration under the Shelf Registration Statement, as an underwritten offering pursuant to a Demand Registration.

8. Registration Expenses.

(a) All expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all registration and filing fees (including SEC registration fees and FINRA filing fees), fees and expenses of compliance with securities or blue sky laws, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for the Company and all accountants and other Persons retained by the Company (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of Registrable Securities), shall be borne by the Company. In addition, the Company shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review and the expenses and fees for listing the securities to be registered on each securities exchange on which they are to be listed.

(b) In connection with each registration initiated hereunder (whether a Demand Registration, Shelf Registration Statement or a Piggyback Registration), the Company shall pay, or shall reimburse the Stockholders for, the reasonable fees and disbursements of one law firm chosen by the Stockholders as their counsel.

(c) The obligation of the Company to bear the expenses described in Section 8(a) and to pay or reimburse the Stockholders for the expenses described in Section 8(b) shall apply irrespective of whether a registration, once properly demanded, if applicable, becomes effective, is withdrawn or suspended, is converted to another form of registration and irrespective of when any of the foregoing shall occur.

9. Indemnification.

(a) The Company shall indemnify, to the fullest extent permitted by law, each Stockholder and its officers, directors, employees and Affiliates and each Person who controls a Stockholder (within the meaning of the Securities Act) against all losses, claims,

damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any “issuer free writing prospectus” (as defined in Securities Act Rule 433) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation or alleged violation by the Company of the Securities Act, the Exchange Act or applicable “blue sky” laws, except insofar as the same are made in reliance and in conformity with information relating to a Stockholder furnished in writing to the Company by such Stockholder expressly for use therein. In connection with an underwritten offering, the Company shall indemnify such underwriter(s), their officers, employees and directors and each Person who controls such underwriter(s) (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Stockholders.

(b) In connection with any Registration Statement in which a Stockholder is participating, such Stockholder shall furnish to the Company in writing such information as the Company reasonably determines, based on the advice of counsel, is required to be included in any such Registration Statement or Prospectus, and shall indemnify, to the fullest extent permitted by law, the Company, its officers, employees, directors, Affiliates, and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, any “free writing prospectus” (as defined in Securities Act Rule 433) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to such Stockholder furnished in writing to the Company by such Stockholder expressly for use therein.

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party that are in addition to or may conflict with those available to another indemnified party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.

(e) If the indemnification provided for in or pursuant to this Section 9 is due in accordance with the terms hereof, but is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and of the indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, and by such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of a Stockholder be greater in amount than the amount of net proceeds received by such Stockholder upon such sale.

10. Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and it will take such further action as the Stockholders may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the Securities Act, to the extent required to enable the Stockholders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of the Stockholders, the Company will deliver to the Stockholders a written statement as to whether it has complied with such information and requirements.

11. Transfer of Registration Rights.

(a) Each Stockholder may in its sole discretion transfer all or any portion of its then-remaining registration rights under Sections 2 through 10 of this Agreement to (i) any Affiliate of such Stockholder or (ii) any transferee who would satisfy the definition of a “Demand Stockholder” as a result of the acquisition of Purchased Shares (other than pursuant to an effective Registration Statement) (each, a “Permitted Transferee”). Any transfer of registration rights pursuant to this Section 11(a) shall be effective upon receipt by the Company of (x) written notice from the Stockholder stating the name and address of any Permitted Transferee and identifying the amount of Registrable Securities with respect to which the rights under this Agreement are being transferred and the nature of the rights so transferred and (y) a joinder, in the form attached

as Exhibit A hereto (the “Joinder”), providing that the Permitted Transferee shall be bound by and shall fully comply with the terms of this Agreement (including the provisions of this Section 11) or another written agreement from the transferee to be bound by the terms of this Agreement. The Company agrees to execute any Joinder promptly upon receipt. In connection with any such transfer, the term “Stockholders” as used in this Agreement shall, where appropriate to assign such rights to such Permitted Transferee, be deemed to include the Permitted Transferee. The Stockholders and such Permitted Transferees may exercise the registration rights hereunder in such proportion (not to exceed the then-remaining registration rights hereunder) as they shall agree among themselves.

(b) After such transfer, the transferring Stockholder shall retain its rights under this Agreement with respect to all other Registrable Securities owned by such Stockholder. Upon request of the transferring Stockholder, the Company shall execute a Joinder or another registration rights agreement with such Permitted Transferee or a proposed transferee substantially similar to this Agreement.

12. Conversion of Other Securities. If a Stockholder offers Registrable Securities by forward sale, or any options, rights, warrants or other securities issued by it or any other Person that are offered with, convertible into or exercisable or exchangeable for any Registrable Securities, the Registrable Securities subject to such forward sale or underlying such options, rights, warrants or other securities shall be eligible for registration pursuant to Sections 2, 3 and 4 of this Agreement.

13. Miscellaneous.

(a) Notices. All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be hand delivered or mailed postage prepaid by registered or certified mail or by e-mail:

If to the Company:

Internap Corporation
1 Enterprise Ave. N.
Secaucus, NJ 07094
Attention: Richard P. Diegnan
Email: ***@***

with a copy to (which shall not constitute notice):

Jenner & Block LLP
353 North Clark Street
Chicago, IL 60654

Attention: Thomas A. Monson

Email: ***@***

If to the Initial Stockholder, to the address set forth for each such Initial Stockholder on its signature page hereto.

If to a Permitted Transferee, to the address of such Permitted Transferee set forth in the transfer documentation provided to the Company;

or at such other address as such party each may specify by written notice to the others, and each such notice, request, consent and other communication shall for all purposes of the Agreement be treated as being effective or having been given when delivered personally or transmitted by email, upon one Business Day after being deposited with a courier if delivered by courier, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and postage prepaid as aforesaid.

(b) No Waivers. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(c) Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. If the Company’s outstanding Common Stock is converted into or exchanged or substituted for other securities issued by any other Person, as a condition to the effectiveness of a merger, consolidation, reclassification, share exchange or other transaction pursuant to which such conversion, exchange, substitution or other transaction takes place, such other Person shall automatically become bound hereby with respect to such other securities constituting Registrable Securities and, if requested by the Stockholders or a Permitted Transferee, shall further evidence such obligation by executing and delivering to the Stockholders and Permitted Transferees a written agreement to such effect in form and substance satisfactory to such Stockholder.

(d) Governing Law. The internal laws, and not the laws of conflicts (other than Section 5-1401 of the General Obligations Law of the State of New York), of New York shall govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties.

(e) Exclusive Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may only be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13(a) shall be deemed effective service of process on such party.

(f) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(g) Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts (including by facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

(h) Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof.

(i) Captions. The headings and other captions in this Agreement are for convenience of reference only and shall not be used in interpreting, construing or enforcing any provision of this Agreement.

(j) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(k) Amendments. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given, without the written consent of (i) the Company and (ii) the Stockholders collectively then holding Purchased Shares representing more than 50% of the total number of Purchased Shares then held by the Stockholders.

(l) Equitable Relief. The parties hereto, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of their respective rights under this Agreement. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other party. Each party acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by such party of the provisions of this Agreement, that the other party hereto shall be entitled, in addition to all other available remedies at law or in equity, to an

injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

[Signature Page Follows]

IN WITNESS WHEREOF, this Registration Rights Agreement has been duly executed by each of the parties hereto as of the date first written above.

	INTERNAP CORPORATION

	By:		/s/ Peter D. Aquino
	Name:		Peter D. Aquino
	Title:		President & Chief Executive Officer