Earthlink 2000 Annual Report Download - page 124

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all or substantially all of the assets of Sprint or any such Affiliate, (ii) that as a condition to any such assignment or transfer, Sprint shall cause
such Affiliate or other appropriate Person to execute a signature page to, and become bound by, this Agreement, and (iii) a Holder transferring
less than all of its Registrable Securities (or Securities convertible into Registrable Securities) hereunder shall retain registration rights as to its
remaining shares. Such an assignment or transfer shall be in accordance with all applicable securities laws. Notwithstanding any permitted
assignments pursuant to this Article 11 or otherwise, the Company's registration obligations under this Agreement (including without limitation
the provisions of Article 2, Article 3 and Article 4) shall not be extended, increased or modified in any manner as a result of any such
assignment, which obligations shall remain collectively as set forth in this Agreement.
ARTICLE 12.
AMENDMENT OF REGISTRATION RIGHTS
Any provision of this Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and
either retroactively or prospectively), only with the written consent of the Company and the Holders of a majority of Registrable Securities then
outstanding. Notwithstanding the foregoing, a waiver of or consent to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a registration and that does not directly
or indirectly affect the rights of other Holders of Registrable Securities may be given by Holders of a majority of the Registrable Securities
being sold by such Holders; PROVIDED, HOWEVER, that the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately preceding sentence. Any amendment or waiver effected in accordance with this
Section shall be binding upon each Holder of any Registrable Securities, each future Holder of such Registrable Securities and the Company.
ARTICLE 13.
LOCKUP AGREEMENTS
Section 13.1. COMPANY LOCKUP. If a Demand registration effected for a Holder hereunder involves an underwritten offering, then if
requested by the lead underwriters for such offering, the Company agrees that it shall not, directly or indirectly, offer, sell or otherwise transfer
or dispose of, or file a registration statement under the Securities Act relating to any offer to sell, any of its Common Stock or securities
convertible or exercisable for its Common Stock (other than such registration for Holder), and shall not publicly announce any intention to do
any of the foregoing, for a period of up to five (5) calendar days prior to and up to ninety (90) calendar days after (a) the effective date of such
Registration Statement, in the case of a Demand pursuant to Section 3.1, and (b) the date of the Rule 424 Prospectus, in the case of a Demand
pursuant to Section 3.4.
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