{"id":43808,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/governance-agreement-concentric-network-corp-marc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"governance-agreement-concentric-network-corp-marc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/governance-agreement-concentric-network-corp-marc.html","title":{"rendered":"Governance Agreement &#8211; Concentric Network Corp., Marc Collins-Rector, Chad Shackley, GS Capital Partners LP, Kleiner Perkins Caufield Byers VIII, KPCB VII Founders Fund, KPCB Information Sciences Zaibatsu Fund II and Intuit Inc."},"content":{"rendered":"<pre> \n                              GOVERNANCE AGREEMENT\n\n     This Governance Agreement (the 'Agreement') is made as of May 15, 1997, by\nand among CONCENTRIC NETWORK CORPORATION, a Florida corporation (the 'Company'),\nMARC COLLINS-RECTOR, an individual resident of California ('Collins-Rector'),\nCHAD SHACKLEY, an individual resident of California ('Shackley') (together with\nCollins-Rector, the 'Founders'), GS CAPITAL PARTNERS, L.P., a Delaware limited\npartnership ('GSCP'), KLEINER PERKINS CAUFIELD &amp; BYERS VII, a California limited\npartnership ('KPCB'), KPCB VII Founders Fund, a California limited partnership\n('Founders Fund'), KPCB INFORMATION SCIENCES ZAIBATSU FUND II, a California\nlimited partnership ('Zaibatsu Fund' and together with KPCB and Founders Fund,\n'KP'), and INTUIT, INC. ('Intuit').\n\n     In consideration of the mutual promises made herein, the Company, the\nFounders, GSCP, KP and Intuit hereby agree as follows:\n\n1.   The Founders hereby convert, as of the date hereof, all 106,754 shares of\nClass B Common Stock of the Company held by them into 106,754 shares of Series A\nPreferred Stock of the Company and, agree to as soon as practicable, deliver to\nthe Company stock certificates representing all such shares of Class B Common\nStock, duly endorsed for transfer to the Company. Each of the Founders and the\nCompany hereby further agree to exchange each share of Series A Preferred Stock\nheld by the Founders upon conversion of the Class B Common Stock into one share\nof a new Series E Preferred Stock, having the rights, preferences and privileges\nset forth on Exhibit A attached hereto, solely in the event that the Company has\n             ---------                                                          \nnot effected a Qualified Public Offering (as such term is to be defined in the\nArticles of Incorporation pursuant to clause 2(a)(vii) below) by August 31,\n1997, such exchange to be effective within 10 calendar days of such date.\n\n2.   Each of the Founders, GSCP, KP and Intuit (to the extent Intuit exercises\nwarrants to purchase Series B Preferred Stock of the Company on or prior to the\nrecord date for such shareholder action) hereby agrees to vote all shares of\ncapital stock of the Company over which they have voting control in favor of the\nfollowing actions, as they shall be approved by the Board of Directors of the\nCompany and submitted for shareholder approval (whether by written consent, at\nthe annual meeting or at any special meeting of shareholders):\n\n     (a)  to approve a plan of recapitalization of the Company through an\n          amendment and restatement of the Company's Articles of Incorporation\n          so as to (i) increase the number of authorized Preferred Stock and\n          authorized Common Stock to 255,000,000 and 360,000,000, respectively,\n          provided, however, that the authorized shares of capital stock will be\n          adjusted to give effect to the reverse stock split described in item\n          2(d) below; (ii) increase the number of authorized shares of Series B\n          Preferred Stock to 13,564,512, (iii) change the conversion rights of\n          the Series A Preferred Stock to eliminate any conversion of Series A\n          Preferred Stock into Class B Common Stock and to provide instead that\n          Series A Preferred Stock will convert into a number of shares of\n          Common Stock equal to the combined number of shares of Class A and\n          Class B Common Stock into which the Series A Preferred Stock otherwise\n          would have converted (i.e., 1.0032 shares of Common Stock), (iv)\n          eliminate the Class B Common Stock from the Company's capital\n          structure, (v) redesignate the Class A Common \n\n \n          Stock as Common Stock, and (vi) amend the definition of 'Qualified\n          Public Offering' to reduce to $50,000,000 the Corporation Valuation\n          (as defined in the Articles of Incorporation) required in a Qualified\n          Public Offering and to reduce to $15,000,000 the aggregate size of the\n          public offering required for a Qualified Public Offering (the 'Amended\n          and Restated Articles');\n\n     (b)  to approve a second amendment to the Company's Amended and Restated\n          Articles, solely in the event that the Company does not effect a\n          Qualified Public Offering by August 31, 1997, to authorize 106,754\n          shares of a new Series E Preferred Stock of the Company having the\n          rights, preferences and privileges set forth on Exhibit A and to\n                                                          ---------       \n          effect the conversion of each share of Series A Preferred Stock held\n          by the Founders into one share of the new Series E Preferred Stock;\n          provided, however, that the authorized shares of Series E Preferred\n          Stock will be adjusted to give effect to the reverse stock split\n          described in item 2(d) below;\n\n     (c)  to approve the reincorporation of the Company from Florida into\n          Delaware and the related merger agreement to effect such\n          reincorporation; and to approve the related agreements, amendments to\n          the Certificate of Incorporation, Bylaws, director and officer\n          indemnification agreements, other documents and contracts, and other\n          necessary or appropriate actions in connection therewith by the\n          Company and the Company's Delaware subsidiary;\n\n     (d)  to approve a 15:1 reverse stock split of the outstanding shares of\n          Common Stock of the Company as part of the reincorporation of the\n          Company into Delaware;\n\n     (e)  to elect Henry Nothhaft and Edward Zander as 'Common Directors' of the\n          Company within the meaning of the Articles of Incorporation of the\n          Company, as amended; provided, however, that Shackley will have no\n          such obligation to vote for any directors under the terms of this\n          Agreement;\n\n     (f)  approve an amendment to the Company's 1996 Stock Plan to reserve up to\n          11,900,000 additional shares for issuance thereunder;\n\n     (g)  to approve a new 1997 Stock Option Plan and an Employee Stock Purchase\n          Plan designed to comply with Section 423 of the Internal Revenue Code\n          in such forms and with such share reserves as may be determined by the\n          Board of Directors of the Company in its reasonable discretion;\n\n     (h)  to approve a proposal to permit the Company to exceed the 30 percent\n          limit for outstanding options to purchase shares of the Company as\n          such limit is set forth in Section 260.140.45 and related sections of\n          the California Code of Regulations;\n\n     (i)  to approve an Amended and Restated Certificate of Incorporation of the\n          Company to be filed in connection with: (i) the closing of the IPO (as\n          defined below) and (ii) the \n\n                                      -2-\n\n \n          conversion of the outstanding shares of the Company's Preferred Stock\n          into Common Stock, which shall establish the authorized shares of\n          capital stock of the Company as 100,000,000 shares of Common Stock and\n          10,000,000 shares of undesignated Preferred Stock; and\n\n     (j)  to approve the terms of an interim financing of the Company in such\n          amount and on such terms as may be determined by the Board of\n          Directors of the Company in its reasonable discretion, subject to any\n          pre-existing shareholder rights granted by applicable statutes or\n          other written agreement.\n\n3.   GSCP, KP and Intuit hereby agree that upon filing of the Amended and\nRestated Articles, the irrevocable proxies granted by each of the Founders to\nGSCP pursuant to Sections 5(a) and 5(b) of the Amended and Restated Stockholders\nAgreement by and among the Company, GSCP, KP, Intuit and the Founders, shall\nexpire and be of no further force and effect.\n\n4.   The Company agrees to place an Eligible Nominee designated by the Founders\non the Company's Board of Directors, as a representative director of the Common\nshareholders. The Company will use reasonable efforts to maintain such Eligible\nNominee on the Board of Directors until the earlier to occur of (i) one year\nafter the closing of the IPO (as defined below), (ii) the expiration or full\nrelease of the Founders (including a release pursuant to section 8 of this\nAgreement) from any lock-up restrictions granted to the underwriters in\nconnection with such IPO (including, without limitation, the Lock-Up Agreement);\nor (iii) the sale of all or substantially all of the assets of the Company or\nthe merger, acquisition or other reorganization of the Company in which more\nthan fifty percent of the voting power of the Company is disposed of; subject,\nhowever, to the right of the Board of Directors or shareholders to remove such\nEligible Nominee from the Board as provided by applicable law.  An 'Eligible\nNominee' shall be a person, other than a Founder, who has industry credentials\nand is reasonably acceptable to the other Board members. The Company and the\nFounders acknowledge and agree that initially such Eligible Nominee shall be\nRobert W. Doede.  The appointment of Mr. Doede shall occur promptly following\nthe execution and delivery of this Agreement.\n\n5.   The Company hereby agrees to use commercially reasonable efforts to effect\nthe following by August 31, 1997:\n\n     (a)  obtain the necessary approvals of its Board of Directors and\n          shareholders to effect an underwritten, firm commitment initial public\n          offering of the Company's Common Stock (the 'IPO');\n\n     (b)  engage an underwriter or underwriters to effect such an IPO; and\n\n     (c)  prepare and file a registration statement in connection with such an\n          IPO with the Securities and Exchange Commission, and take all\n          reasonable actions to have such registration statement declared\n          effective as soon as practicable after filing.\n\n                                      -3-\n\n \n     The Founders recognize that the Company cannot guarantee that a public\noffering by the Company will be possible or desirable prior to or on August 31,\n1997, or at any time thereafter, but if market conditions or other factors make\nan IPO undesirable, in the determination of the Company and its underwriter or\nunderwriters, the Company will consult in good faith with the Founders about the\npossible steps that may be taken under the circumstances, with a view to\nenabling the Founders to sell their shares as soon as reasonably possible,\nsubject to compliance with applicable securities laws. Notwithstanding the\nforegoing, the Company will be under no obligation to effect an IPO or to\nregister the shares of the Founders in the event that an IPO is not possible or\ndesirable and the Founders further recognize and agree that the other provisions\nof this Agreement, including but not limited to each of the Founders obligations\nin paragraph 2 above, will survive and remain in full force and effect if, for\nany reason, the Company is not able to effect an IPO.\n\n6.   Each of GSCP, KP and Intuit hereby agree to vote for amendments to existing\nregistration rights agreements to give the Founders' shares piggyback\nregistration rights with priority over all other Registrable Securities (as\ndefined therein) in any follow-on offering effected by the Company prior to the\nexpiration or full release of lock-up agreements entered into by the Founders\nwith the underwriters in connection with the IPO in the event of a cutback by\nthe underwriter on the number of shares that may be offered or sold by selling\nshareholders, it being understood that such amendments require the approval of\nadditional parties not signatories to this Agreement and will not be implemented\nwithout such approval. The Company agrees to use its reasonable efforts to\nobtain the signature of such additional parties to effectuate the foregoing as\nsoon as possible.\n\n7.   The Company and the Founders acknowledge and agree that each Founder has\noptions to purchase 1,200,100 shares of the Company's Common Stock (the\n'Founders' Options') and that all of such options are fully vested, are in full\nforce and effect as of the date hereof and do not expire prior to August 19,\n1999.  Within 90 days of the closing of the IPO, the Company agrees to file a\nRegistration Statement on Form S-8 to register the shares issuable, among other\nthings, upon exercise of the Founders' Options.  The Founder's recognize and\nagree that such shares issuable on exercise of the Founders' Options will be\nsubject to the Lock-Up restrictions described below.\n\n8.   Collins-Rector agrees to execute and deliver to the Company the lock-up\nagreement in the form attached hereto as Exhibit B (the 'Lock-Up Agreement');\n                                         ---------                           \nprovided, however, (i) if any officer, director or shareholder of the Company\n(other than Shackley but including, without other limitation, KP or GSCP) enters\ninto a lock-up agreement with the underwriters of the IPO that provides for a\nshorter lock-up period, the Lock-Up Agreement shall automatically be amended to\nprovide for a lock-up period that is the same lock-up period agreed to by such\nother shareholder, (ii) if KP, GSCP, Telecom Italia, Racal Datacom or Softbank\nHoldings, Inc. do not enter into a lock-up agreement prior to the closing of the\nIPO, the Lock-Up Agreement shall automatically terminate and be null and void ab\ninitio and (iii) if any shareholder of the Company (other than Shackley) who has\npreviously entered into a lock-up agreement with the underwriters of the IPO is\nreleased in any manner from the terms of their lock-up or similar agreement (or\nthe terms of such agreement are amended in favor of such shareholder), Collins-\nRector shall also be similarly released (or in the event of an amendment, the\nsame amendment shall also apply to the Lock-Up Agreement in favor of Collins-\nRector).\n\n                                      -4-\n\n \n9.   The Company and each of the Founders, GSCP, KP and Intuit hereby amend the\nprovisions of any and all agreements each may have with the Company, including\nbut not limited to (i) that certain Preferred Stock and Warrant Purchase\nAgreement, dated April 20, 1995, as amended, (ii) that certain Amended and\nRestated Stockholder Agreement dated April 20, 1995, as amended, and (iii) each\nof the Irrevocable Proxies granted by such party to vote the shares of capital\nstock of the Company, to conform the definition of 'Qualified Public Offering',\nor similar term contained therein, to the definition of Qualified Public\nOffering described in the Amended and Restated Articles (noted at paragraph 2(a)\nabove).\n\n10.  Concurrently with the execution of this Agreement, the Company agrees to\nexecute and deliver to the Founders a release of the noncompetition covenants of\nthe Founders in the form attached hereto as Exhibit C.\n                                            --------- \n\n11.  In case any provision of this Agreement shall be declared invalid, illegal\nor unenforceable, the validity, legality and enforceability of the remaining\nprovisions shall not in any way be affected or impaired thereby.\n\n12.  The Founders and each of the other parties hereto will cooperate with the\nCompany to carry out the purposes and intents of this Governance Agreement.\n\n\n\n                  [Remainder of page intentionally left blank]\n\n                                      -5-\n\n \n     IN WITNESS WHEREOF, the parties have executed this Governance Agreement as\nof the date first above written.\n\n                                  CONCENTRIC NETWORK CORPORATION\n \n\n                                  By:  \/s\/ Michael Anthofer\n                                       --------------------\n                                       Michael Anthofer\n                                       Vice President and Chief Financial \n                                       Officer\n\n\nFOUNDERS                          INTUIT, INC.\n\n\n\/s\/ Marc Collins-Rector           By:  \/s\/ \n-----------------------               ------------------------------\nMarc Collins-Rector                   Name: \n                                      Title: \n\n\/s\/ Chad Shackley\n-----------------\nChad Shackley\n\n\n\nGS CAPITAL PARTNERS, L.P.         KPCB INFORMATION SCIENCES ZAIBATSU FUND II   \n                                                                               \nBy: GS Advisors, L.P., its        \n    general partner               \n    By:  GS Advisors, Inc., its   By:  KPCB VII ASSOCIATES, its general partner \n         general partner                                                        \n                                     \n                                     \nBy: \/s\/                           By:  \/s\/    \n    ----------------------------       --------------------------------         \n    Name:                              Name:                                 \n    Title:                             Title:                                 \n                                  \n\n\nKLEINER PERKINS CAUFIELD &amp; BYERS VII                         KPCB VII FOUNDERS FUND                       \n                                  \nBy:  KPCB VII ASSOCIATES, its     \ngeneral partner                   By: KPCB VII ASSOCIATES, its general partner  \n\n\nBy:  \/s\/                          By:  \/s\/ \n     -------------------------         --------------------------- \n     Name:                             Name: \n     Title:                            Title: \n\n                                      -6-\n\n \n                                   Exhibit A\n                                   ---------\n\n                        CONCENTRIC NETWORK CORPORATION\n                         SERIES E PROPOSED TERM SHEET\n\n     The issuance of  Series E Preferred Stock by Concentric Network Corporation\n(the 'Company') will be accomplished by the conversion of 106,789 shares of the\nCompany's authorized shares of Series A Preferred Stock, constituting all of the\noutstanding shares of Series A Preferred Stock of the Company held by Marc\nCollins-Rector and Chad Shackley (the 'Founders'), into 106,789 shares of a new\nclass of Series E Preferred Stock having the rights, preferences and privileges\nset forth below.\n\n      The following term sheet is subject in its entirety to the terms of the\ndefinitive documentation to be executed and delivered in connection with the\nconversion of the Series B Common Stock and the issuance of the Series E\nPreferred Stock.\n\nISSUER:             Concentric Network Corporation, a Florida corporation (the\n                    'Company')\n\nTYPE OF\nSECURITY:           Series E Preferred Stock ('Series E Shares' or 'Series E\n                    Preferred')\n\nCONVERSION OF\nFOUNDERS' SERIES A\nPREFERRED STOCK:    Each outstanding share of Series A Preferred Stock held by\n                    the Founders will be automatically converted into a single\n                    share of Series E Preferred Stock if the Company has not\n                    effected a Qualified Public Offering by August 31, 1997.\n\nCLASSES OF\nPREFERRED STOCK:    The Company has four other outstanding series of Preferred\n                    Stock. The Series E Preferred will rank on a parity, in\n                    terms of rights in respect of the dissolution, liquidation\n                    or winding-up of the Company, with the Series A, B, C and D\n                    Preferred Stock.\n\nCONVERSION:         The Series E Preferred automatically will be converted into\n                    shares of Common Stock on a one for one basis upon the\n                    closing of an underwritten public offering and is\n                    convertible at the option of the holder into shares of\n                    Common Stock. The Series E Preferred Stock is not afforded\n                    antidilution adjustments other than with respect to splits,\n                    combinations, recapitalizations and the like of the Common\n                    Stock.\n\nDIVIDENDS:          Holders of Series A, B, C, D and E Preferred Stock will be\n                    entitled to equivalent dividends and distributions (other\n                    than those paid in additional shares of Common Stock) as\n                    those paid on shares of Common stock (or any other class of\n                    capital stock, but excluding senior classes). Such\n                    equivalent dividends will be determined based upon the\n                    dividend payable on the number of shares of Common Stock\n                    into which such shares of Series A, B, C, D and E Preferred\n                    could be converted on the record date for the declaration of\n                    such dividends.\n\nLIQUIDATION\n\n \nPREFERENCE:         In the event of any liquidation, dissolution or winding up\n                    of the Company, holders of Series E Preferred will be\n                    entitled to an amount equal to $0.01 plus all accrued and\n                    unpaid dividends per share, on a parity with the holders of\n                    Series A, B, C and D Preferred Stock before any payments are\n                    made to the holders of Common Stock or any other junior\n                    securities. In the event that the Company has insufficient\n                    funds to pay the full liquidation preference payable to the\n                    holders of Series A, B, C, D and E Preferred Stock, and the\n                    holders of any class or series of Preferred Stock that is on\n                    a parity with the Series A, B, C, D and E Preferred Stock,\n                    the existing funds will be allocated among the holders of\n                    all such shares pro rata in proportion to the full amounts\n                    to which they would respectively otherwise be entitled.\n\nPREFERRED\nSTOCK\nPROVISIONS:         Series E Preferred is entitled to vote on all matters and\n                    votes as a single class with the Common Stock and other\n                    series of Preferred Stock of the Company except as set forth\n                    below. Voting by the Series E Preferred as a separate voting\n                    group is required: (a) on a proposed amendment to the\n                    Articles of Incorporation that would (i) increase or\n                    decrease the aggregate number of authorized shares of the\n                    Series E Preferred, (ii) effect an exchange or\n                    reclassification of all or part of the shares of the Series\n                    E Preferred into shares of another class or series, (iii)\n                    effect an exchange or reclassification, or create a right of\n                    exchange, of all or part of the shares of another series or\n                    class into the shares of the Series E Preferred, (iv) change\n                    the designation, rights, preferences, or limitations of all\n                    or part of the shares of the Series E Preferred, (v) change\n                    the shares of all or part of the Series E Preferred into a\n                    different number of shares of the same series, (vi) create a\n                    new class of shares having rights or preferences with\n                    respect to distributions or to dissolution that are prior,\n                    superior, or substantially equal to the shares of the Series\n                    E Preferred, (vii) increase the rights, preferences, or\n                    number of authorized shares of any class that, after giving\n                    effect to the amendment, have rights or preferences with\n                    respect to distributions or to dissolution that are prior,\n                    superior, or substantially equal to the shares of the Series\n                    E Preferred, (viii) limit or deny an existing preemptive\n                    right of all or part of the shares of the Series E\n                    Preferred, (ix) cancel or otherwise affect rights to\n                    distributions or dividends that have accumulated but not yet\n                    been declared on all or part of the shares of the Series E\n                    Preferred; (b) on a plan of merger if the plan contains a\n                    provision which, if contained in a proposed amendment to the\n                    articles of incorporation, would entitle the Series E\n                    Preferred to vote as a separate voting group on the proposed\n                    amendment; or (c) on a plan of share exchange if the shares\n                    of the Series E Preferred are to be converted or exchanged\n                    under such plan or if the plan contains any provisions\n                    which, if contained in a proposed amendment to the articles\n                    of incorporation, would entitle the Series E Preferred to\n                    vote as a separate voting group. On any matter on which the\n                    holders of the Series E Preferred are entitled to vote, each\n                    share is entitled to the number of votes equal to the number\n                    of shares of Common Stock into which each such share is then\n                    convertible.\n\n                                      -2-\n\n \n                                   Exhibit B\n                                   ---------\n\n\n\n                             ________________, 1997\n\n\nConcentric Network Corporation\n10590 N. Tantau Avenue\nCupertino, CA 95104\n\n\n     RE:  PROPOSED INITIAL PUBLIC OFFERING OF COMMON STOCK OF CONCENTRIC NETWORK\n          CORPORATION\n\nLadies and Gentlemen:\n\n     The undersigned is a shareholder and optionholder of Concentric Network\nCorporation, a Florida corporation ('CNC-Florida'). The undersigned understands\nthat either CNC- Florida or Concentric Network Corporation, a Delaware\ncorporation and wholly-owned subsidiary of CNC-Florida ('CNC-Delaware, and as\nthe surviving corporation of a merger of CNC-Florida and CNC-Delaware, the\n'Company') intends to enter into an underwriting agreement (the 'Underwriting\nAgreement') with one or more underwriters, as Representatives of the several\nUnderwriters (the 'Underwriters'), providing for the purchase by the\nUnderwriters from the Company of shares of common stock of the Company\n(collectively, the 'Underwritten Stock') and for the public offering of such\nUnderwritten Stock by the Underwriters. The undersigned further understands that\nthe proposed sale of the Underwritten Stock by the Company is the subject of a\nRegistration Statement on Form S-1 (the 'Registration Statement') proposed to be\nfiled with the Securities and Exchange Commission, which includes a preliminary\nprospectus to be used in offering the Underwritten Stock to the public. The\nundersigned also understands that the preliminary prospectus and the final\nprospectus will contain a statement to the effect that the Company, its\ndirectors and executive officers and certain of its shareholders have agreed not\nto offer, sell, contract to sell, grant any option to sell or otherwise dispose\nof, directly or indirectly: (1) any shares of the Company's common stock or\nsecurities convertible into, or exchangeable for, the Company's common stock or\nother rights to purchase the Company's common stock (collectively, the 'Common\nStock'); or (2) any shares of the Underwritten Stock or securities convertible\ninto, or exchangeable for, Underwritten Stock or warrants or other rights to\npurchase the Underwritten Stock, for a period commencing on the date hereof and\ncontinuing for at least 360 days from the effective date of the Registration\nStatement (the 'Lock-Up Period'), without the prior written consent of the lead\nunderwriter selected by the Company (the 'Lead Underwriter').\n\n     In light of the foregoing, the undersigned hereby represents, warrants and\nagrees that, during the Lock-Up Period, the undersigned will not, without the\nprior written consent of the Lead Underwriter, offer, sell, contract to sell,\ngrant any option to sell or otherwise dispose of, directly or indirectly, any\nshares of the Common Stock or the Underwritten Stock or securities\n\n \nconvertible into, or exchangeable for, the Common Stock or the Underwritten\nStock or warrants or other rights to purchase the Common Stock or the\nUnderwritten Stock of which the undersigned is now, or may in the future become,\nthe beneficial owner (within the meaning of Rule 13d-3 of the Securities\nExchange Act of 1934, as amended).\n\n     The foregoing restriction is expressly agreed to preclude the undersigned\nfrom engaging in any hedging or other transaction which is designed to or\nreasonably expected to lead to or result in a sale or disposition of shares of\nthe Common Stock or the Underwritten Stock during the Lock-Up Period even if\nsuch shares would be disposed of by someone other than the undersigned. Such\nprohibited hedging or other transactions would include without limitation any\nshort sale or any purchase, sale or grant of any right (including without\nlimitation any put or call option) with respect to any shares of Common Stock or\nUnderwritten Stock or with respect to any security that includes, relates to or\nderives any significant part of its value from such shares.\n\n     Notwithstanding anything to the contrary contained herein or otherwise, in\nthe event the Registration Statement is not declared effective by the Securities\nand Exchange Commission on or prior to August 31, 1997, this Agreement shall\nautomatically terminate and be deemed null and void ab initio.\n\n     It is understood and agreed that the foregoing representations and\nagreements are provided as an inducement to, and may be relied upon by, the\nCompany, the Lead Underwriter and the Underwriters in connection with their\nentering into the Underwriting Agreement and the preparation and distribution of\nthe Registration Statement and the prospectus, and that the Lead Underwriter is\nintended to be a third party beneficiary of this Agreement with full right to\nenforce this Agreement as though a party hereto.\n\n     This letter may be executed in one or more counterparts, each of which\nshall be deemed an original, but all of which together shall constitute a single\ninstrument.\n\n                                 Very truly yours,\n\n\n                                 ________________________________________\n                                 (Company Name if applicable)\n\n\n                                 ________________________________________ \n                                 Signature\n\n                                 ________________________________________ \n                                 Print Name\n\n                                 ________________________________________ \n                                 Title (if applicable)\n\n                                      -2-\n\n\n                                   EXHIBIT C\n                                   ---------\n\n                        CONCENTRIC NETWORK CORPORATION\n                           10590 North Tantau Avenue\n                              Cupertino, CA 95104\n\n                                 May __, 1997\n\n\nMr. Chad Shackley\n2700 Benedict Canyon\nBeverly Hills, CA 90210\n\n     Re:  Waiver of Non-Competition Covenant\n\nDear Chad:\n\n     As you know, you have entered into a Confidentiality, Non-Competition and\nCopyright Agreement (the 'Agreement') with Concentric Network Corporation (the\n'Company'). Section 2 of the Agreement prevents you from competing with the\nCompany during your employment and for the two-year period after your\ntermination of employment with the Company. As partial consideration for your\nexecution of the Governance Agreement, dated of even date herewith, of which\nthis letter is an exhibit, the Company hereby agrees to conditionally waive and\nterminate the restrictions placed on you by Section 2 of the Agreement and any\nsimilar noncompetition covenants (whether oral or written) that may be in effect\nand to further release you from any and all claims the Company may have against\nyou or your affiliates for any prior breach of Section 2 of the Agreement or any\nother similar noncompetition covenant (whether oral or written) that may be in\neffect (the 'Waiver and Release'). This Waiver and Release pertains only to\nSection 2 of the Agreement and any other noncompetition provision (whether\nwritten or oral) that may be in effect, and all other provisions of the\nAgreement will remain in full force and effect unless otherwise modified by\nmutual consent of the parties.\n\n     The Waiver and Release will be effective as of the date of this letter upon\nthe concurrent execution and delivery to the Company of the Governance Agreement\nand is expressly conditioned on your full performance of each of your\nobligations thereunder.\n\n     Please counter-sign and return the enclosed copy of this letter, together\nwith the Governance Agreement, as an acknowledgment of the terms of this letter.\n\n \nMay __, 1997\nPage 2\n\n     Please do not hesitate to contact me at (408) 342-2800 if you have any\nquestions regarding this letter agreement. Thank you in advance for your\ncooperation.\n\n                              Very truly yours,\n\n                              CONCENTRIC NETWORKS CORPORATION\n\n\n                              By:   _______________________________\n                                    Michael F. Anthofer\n                                    Senior Vice President and\n                                    Chief Financial Officer\n\n\nACKNOWLEDGED AND AGREED:\n\nCHAD SHACKLEY\n\n\nBy:  ___________________________ \n     Chad Shackley\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7174,7908],"corporate_contracts_industries":[9513,9519],"corporate_contracts_types":[9629,9633],"class_list":["post-43808","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-concentric-network-corp","corporate_contracts_companies-intuit-inc","corporate_contracts_industries-technology__software","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-securities","corporate_contracts_types-securities__shareholder"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43808","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43808"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43808"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43808"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43808"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}