Stockholder Voting Agreement 6-feb-2000

Exhibit 99.3


STOCKHOLDER VOTING AGREEMENT
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THIS STOCKHOLDER VOTING AGREEMENT (this "AGREEMENT") is made and entered into as of February 6, 2000, by and between Akamai Technologies, Inc., a Delaware corporation ("PARENT"), and the undersigned (the "STOCKHOLDER").


WHEREAS, the Stockholder desires that Parent, Alii Merger Corporation, a wholly owned subsidiary of Parent ("SUB"), and InterVU Inc., a Delaware corporation ("COMPANY") enter into an Agreement and Plan of Merger dated the date hereof (as the same may be amended or supplemented, the "MERGER AGREEMENT") with respect to the merger of Sub with and into Company (the "MERGER"); and


WHEREAS, the Stockholder is executing this Agreement as an inducement to Parent to enter into and execute, and to cause Sub to enter into and execute, the Merger Agreement;


NOW, THEREFORE, in consideration of the execution and delivery by Parent and Sub of the Merger Agreement and the mutual covenants, conditions and agreements contained herein and therein, the parties agree as follows:


1. Representations and Warranties. The Stockholder represents and warrants to Parent as follows:


(a) The Stockholder is the record and beneficial owner of the number
of shares (such "STOCKHOLDER'S SHARES") of common stock, $.001 par value,
of Company ("COMPANY COMMON STOCK"), Series G convertible preferred stock,
$.001 par value, of Company ("COMPANY SERIES G STOCK"), and Series H
convertible preferred stock, $.001 par value, of Company ("COMPANY SERIES H
Stock" and, together with the Company Common Stock and Company Series G
Stock, the "COMPANY STOCK") set forth below such Stockholder's name on the
signature page hereof. Except for the Stockholder's Shares and any other
shares of Company Stock subject hereto, the Stockholder is not the record
or beneficial owner of any shares of Company Stock. This Agreement has been
duly authorized, executed and delivered by, and constitutes a valid and
binding agreement of, the Stockholder, enforceable in accordance with its
terms.


(b) Neither the execution and delivery of this Agreement nor the
consummation by the Stockholder of the transactions contemplated hereby
will result in a violation of, or a default under, or conflict with, any
contract, trust, commitment, agreement, understanding, arrangement or
restriction of any kind to which the Stockholder is a party or bound or to
which the Stockholder's Shares are subject. If the Stockholder is married
and the Stockholder's Shares constitute community property, this Agreement
has been duly authorized, executed and delivered by, and constitutes a
valid and binding agreement of, the Stockholder's spouse, enforceable
against such person in accordance with its terms. Consummation by the
Stockholder of the transactions contemplated hereby will not violate, or
require any consent, approval, or notice under,


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any provision of any judgment, order, decree, statute, law, rule or
regulation applicable to the Stockholder or the Stockholder's Shares.


(c) The Stockholder's Shares and the certificates representing such
Shares are now, and at all times during the term hereof will be, held by
the Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever, except for any such encumbrances or proxies
arising hereunder.


(d) No broker, investment banker, financial adviser or other person
is entitled to any broker's, finder's, financial adviser's or other similar
fee or commission in connection with the transactions contemplated hereby
based upon arrangements made by or on behalf of the Stockholder.


(e) The Stockholder understands and acknowledges that Parent is
entering into, and causing Sub to enter into, the Merger Agreement in
reliance upon the Stockholder's execution and delivery of this Agreement.
The Stockholder acknowledges that the irrevocable proxy set forth in
Section 4 is granted in consideration for the execution and delivery of the
Merger Agreement by Parent and Sub.


2. Voting Agreements.


(a) The Stockholder agrees with, and covenants to, Parent that, at
any meeting of stockholders of Company called to vote upon the Merger and
the Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote with respect to the Merger and the Merger
Agreement is sought (the "STOCKHOLDERS' MEETING"), the Stockholder shall
appear, or cause the holder of record on any applicable record date (the
"RECORD HOLDER") to appear, for the purpose of obtaining a quorum at the
Stockholders' Meeting, and vote (or cause the Record Holder to vote) the
Stockholder's Shares in favor of the Merger, the adoption of the Merger
Agreement, and the approval of the terms thereof and each of the other
transactions contemplated by the Merger Agreement, provided that the terms
of the Merger Agreement shall not have been amended to reduce the
consideration payable in the Merger to a lesser amount of Parent Common
Stock.


(b) At any meeting of stockholders of Company or at any adjournment
thereof or in any other circumstances upon which their vote is sought, the
Stockholder shall vote (or cause to be voted) such Stockholder's Shares
against (i) any merger agreement or merger (other than the Merger Agreement
and the Merger), consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up of
or by Company or (ii) any amendment of Company's Certificate of
Incorporation or Bylaws or other proposal or transaction involving Company
or any of its subsidiaries which amendment or other proposal or transaction
would in any manner impede, frustrate, prevent or nullify the Merger, the
Merger Agreement or any of the other transactions contemplated by the
Merger Agreement (each of the foregoing in clause (i) or (ii) above, a
"COMPETING TRANSACTION").


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3. Covenants. The Stockholder agrees with, and covenants to, Parent as follows:


(a) If the Merger is consummated, the Stockholder's Shares shall,
pursuant to the terms of the Merger Agreement, be exchanged for the
consideration provided in the Merger Agreement. The Stockholder hereby
waives any rights of appraisal, or rights to dissent from the Merger, that
such Stockholder may have.


(b) The Stockholder shall not, nor shall it permit any investment
banker, attorney or other adviser or representative of the Stockholder to,
directly or indirectly, (i) solicit, initiate or encourage the submission
of, any takeover proposal or (ii) participate in any discussions or
negotiations regarding, or furnish to any person any information with
respect to, or take any other action to facilitate any inquiries or the
making of any proposal that constitutes, or may reasonably be expected to
lead to, any takeover proposal. Without limiting the foregoing, it is
understood that any violation of the restrictions set forth in the
preceding sentence by an investment banker, attorney or other adviser or
representative of the Stockholder, whether or not such person is purporting
to act on behalf of the Stockholder or otherwise, shall be deemed to be in
violation of this Section 3(b) by the Stockholder. For all purposes hereof,
"takeover proposal" means any proposal for a merger or other business
combination involving Company or any of its subsidiaries or any proposal or
offer to acquire in any manner, directly or indirectly, an equity interest
in any voting securities of, or a substantial portion of the assets of
Company or any of its subsidiaries, other than the Merger and the other
transactions contemplated by the Merger Agreement. Notwithstanding the
foregoing, no Stockholder who is or becomes (during the term hereof) a
director or officer of Company ma ...