Earthlink 2000 Annual Report Download - page 118

(xvii) Permit a representative of any Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such
registration, and any attorney or accountant retained by such Holder or underwriter, to participate, at each Person's own expense, in the
preparation of the Registration Statement or Rule 424 Prospectus, as applicable, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any such representative, underwriter, attorney or accountant in connection with such
registration; PROVIDED, HOWEVER, that such representatives, underwriters, attorneys or accountants enter into a confidentiality agreement,
in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information.
(xviii) Promptly notify the Holders and any underwriter when any Registration Statement filed pursuant to this Agreement is declared effective.
Section 5.2. Notwithstanding anything to the contrary in this Agreement, upon the receipt of a Demand request pursuant to Section 3.1 (or, if
any such registration transaction is pending, at any time prior to the actual commencement of the `road show' for such offering, and if a road
show is not to be utilized, at any time prior to the printing of preliminary prospectuses for such offering, and if no preliminary prospectuses are
to be utilized, then prior to the pricing of such offering), the Company may delay or suspend any Demand registration (or withdraw any
pending Demand registration, if such a withdrawal is required by the SEC, provided, that if a registration is withdrawn, then at the end of the
applicable Blackout period, the Company shall effect a new Demand Registration pursuant to the terms of this Agreement for such offering,
which shall not be deemed to utilize a Demand right), and at any time during the effectiveness of such Shelf Registration the Company may
suspend sales under such Shelf Registration Statement, in either case for a period not exceeding one hundred and twenty (120) calendar days
(each, a "Blackout") if: (i) the Company intends in good faith to raise capital or commence the process to raise capital in the capital markets
within such Blackout period; PROVIDED that this basis for a Blackout may be utilized only during the period of five (5) business days or
seven (7) calendar days (whichever is longer) after the Company receives the applicable Demand request pursuant to Section 3.1, or
(ii) if the Company in its good faith judgment determines that such registration would adversely affect any other contemplated material
corporate event (including without limitation, requiring the premature disclosure of such event); PROVIDED that there shall be no more than
three (3) Blackouts during any two (2) year period. In addition to the above Blackout rights, no request for a Demand may be submitted to the
Company (and if so submitted, such Demand shall be rejected by the Company) during each and any of the following periods: (i) beginning on
the date of filing with the SEC by the Company of any registration statement under the Securities Act covering Common Stock (including
without limitation registrations on Form S-4 related to business combinations, but excluding registrations on Form S-8 and registrations
pursuant to Rule 415, including without limitation those relating to dividend reinvestment programs), and ending at the closing or termination
of the offering or other transaction contemplated by such registration statement (each such period, a "Demand Prohibition").
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