Earthlink 2000 Annual Report Download - page 125

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Section 13.2. HOLDER LOCKUP. Each Holder, if requested by the lead underwriters of an underwritten public offering pursuant to Article 2
or Article 3 or in which such Holder participates pursuant to Article 4, agrees not to, directly or indirectly, offer, sell or otherwise transfer or
dispose of any Common Stock held by such Holder or securities convertible into or exercisable for such Common Stock (other than Registrable
Securities included in such registration) without the prior written consent of the Company or such lead underwriter, during a period of up to
five (5) calendar days prior to the pricing of such public offering and up to ninety (90) days after the effective date of any underwritten
registration of the Company's securities effected pursuant to Articles 2, 3 or 4 (a "Holder Lockup Period"). Such agreement shall be in writing
in form satisfactory to the Company and such underwriter, and may be included in the underwriting agreement. The Company may impose
stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of the required lock up period. If, in any
underwritten offering in which a Holder exercises its incidental registration rights pursuant to Article 4 hereof, the number of such Holder's
shares of Registrable Securities allowed to be included in such registration is reduced by an Underwriter Cutback as permitted thereunder (an
"Underwriter Reduced Registration") resulting in (i) the reduction of the total number of Holder's Registrable Securities to be registered by fifty
percent (50%) or more and (ii) the number of Registrable Securities included in the Registration Statement held by the Holders is less than
12.5% of the total amount of Registrable Securities included in such Registration Statement, then such Holder shall be exempted from the
provisions of this Section 13.2 for purposes of such offering.
ARTICLE 14.
TERMINATION OF REGISTRATION RIGHTS
If the number of shares of Registrable Securities owned by the Holders, including shares of Common Stock the Holders have the right to
receive upon conversion of all the Convertible Preferred Stock and after the expiration of any applicable "top up rights" as set forth in Section
3.01 of the Governance Agreement, represents less than three percent (3%) of the Company's total issued and outstanding shares of Common
Stock at such time, then all of such Holder's registration rights under this Agreement relating to such Registrable Securities shall terminate
immediately, and shall not be reinstated under any circumstances, including without limitation if the Holders subsequently acquire additional
securities that raise the Holders over such 3% threshold.
ARTICLE 15.
MISCELLANEOUS
Section 15.1. CONFIDENTIAL INFORMATION. No Holder may use any confidential information received by it pursuant to this Agreement
in violation of applicable law or reproduce, disclose, or disseminate such information to any other Person (other than its employees or agents
having a need to know the contents of such information and its accountants and attorneys), except to the extent reasonably related to the
exercise of rights under this Agreement, unless (i) such information has been made available to the public generally (other than by such
recipient
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