Common use of Compliance with Rule 145 and the Securities Act Clause in Contracts

Compliance with Rule 145 and the Securities Act. (a) Holder has been advised that (i) the issuance of shares of USWeb Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 to be filed to register the shares of USWeb Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder may be deemed to be an affiliate of CKS. Holder accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Common Stock issued to Holder in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder delivers to USWeb a written opinion of counsel, reasonably acceptable to USWeb in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb will give stop transfer instructions to its transfer agent with respect to any USWeb Common Stock received by Holder pursuant to the Merger and there will be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb shall so instruct its transfer agent, if Holder delivers to USWeb (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWeb, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not shall be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger and there will shall be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not shall be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities ActAct or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger and there will shall be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." . The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145145 or (iii) following one (1) year from the date of the Merger, a written request for such removal.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb iPrint Common Stock in connection with the Merger Combination is expected to be effected pursuant to a Registration Statement on Form S-4 to be filed to register registered with the shares of USWeb Common Stock Commission under the Securities Act of 1933, as amended (the "Securities Act"), and as the resale of such will not shares shall be deemed "restricted securities" within the meaning of subject to restrictions set forth in Rule 144 145 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder Affiliate may be deemed to be an affiliate of CKSWood. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb iPrint Common Stock issued to Holder Affiliate in the Merger Combination unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb iPrint a written opinion of counsel, reasonably acceptable to USWeb iPrint in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities ActAct or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (b) USWeb will iPrint shall give stop transfer instructions to its transfer agent with respect to any USWeb iPrint Common Stock received by Holder Affiliate pursuant to the Merger Combination and there will shall be placed on the certificates representing such iPrint Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 145(d) APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb iPrint shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb iPrint (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebiPrint, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Stockholder has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Offer and the Merger is expected to be effected pursuant to a Registration Statement filed by Parent on Form S-4 to be filed to register the shares of USWeb Common Stock under the Securities Act of 1933, as amended (the "Securities Act")S-4, and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any the restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if unless such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder Stockholder may be deemed to be an affiliate of CKSthe Company. Holder Stockholder accordingly agrees not to sell, pledge, transfer or otherwise dispose of any USWeb shares of Parent Common Stock issued to Holder Stockholder in the Offer and/or the Merger unless (i) such sale, pledge, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated 145 under the Securities Act, or (ii) such sale, pledge, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registrationAct, or (iii) Holder Stockholder delivers to USWeb Parent a written opinion of counsel, in form and substance reasonably acceptable to USWeb in form and substanceParent, to the effect that such sale, pledge, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb Parent will give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Stockholder pursuant to the Merger Offer or the Merger, and there will be placed on the certificates representing such Parent Common Stock, or any substitutions therefor, a legend legends stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES, AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR 145, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDEDSTATEMENT, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER ISSUER, IN FORM AND SUBSTANCE, SUBSTANCE TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933." and "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE REQUIREMENTS OF THE CONDITIONS SPECIFIED IN THE AFFILIATE AGREEMENT DATED AS AMENDEDOF ________________ BETWEEN THE HOLDER OF THIS CERTIFICATE AND THE ISSUER, A COPY OF WHICH AGREEMENT MAY BE INSPECTED BY THE HOLDER OF THIS CERTIFICATE AT THE PRINCIPAL OFFICES OF THE ISSUER OR FURNISHED BY THE ISSUER TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE." The legend legends set forth above shall be removed (by delivery of a substitute certificate without such legend) legends), and USWeb Parent shall so instruct its transfer agent, if Holder a registration statement respecting the sale of the shares has been declared effective under the Securities Act or if Stockholder delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory acceptable to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 to be filed to register the shares of USWeb Parent Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb Parent will give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger and there will be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE The shares represented by this certificate were issued in a transaction to which Rule 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE applies and may only be transferred in conformity with Rule 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF or pursuant to an effective registration statement under the Securities Act of 1933, AS AMENDEDas amended, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSELor in accordance with a written opinion of counsel, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCEreasonably acceptable to the issuer in form and substance, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF that such transfer is exempt from registration under the Securities Act of 1933, AS AMENDEDas amended." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (i) the issuance of shares of USWeb Acquiror Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock S–4 promulgated under the Securities Act of 1933, as amended (the "“Securities Act"”), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate “affiliate” of CKSthe Company as the term “affiliate” is used for purposes of Rule 144 and Rule 145 of the rules and regulations of the Commission. Holder accordingly Accordingly, the Affiliate hereby agrees not to sell, transfer or otherwise dispose of any USWeb shares of Acquiror Common Stock issued to Holder the Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective a registration statement declared or ordered effective under the Securities Act Act, or an appropriate exemption from registrationthe registration and prospectus delivery requirements of the Securities Act, or (iii) Holder the Affiliate delivers to USWeb Acquiror a written opinion of legal counsel, reasonably acceptable to USWeb Acquiror in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities Act; or (iv) an authorized representative of the Commission shall have rendered written advice to the Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (b) USWeb The Affiliate understands and hereby acknowledges that Acquiror will give stop transfer instructions to its transfer agent with respect to any USWeb shares of Acquiror Common Stock received by Holder issued to the Affiliate pursuant to the Merger Merger, and there will shall be placed on the certificates representing such shares of Acquiror Common Stock, or any substitutions therefor, a legend stating in substance: "“THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." ” The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) ), and USWeb Acquiror shall so instruct its transfer agent, if Holder the Affiliate delivers to USWeb Acquiror (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebAcquiror, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate "affiliate" of CKSthe Company as the term "affiliate" is used for purposes of Rule 144 and Rule 145 of the rules and regulations of the Commission. Holder accordingly Accordingly, the Affiliate hereby agrees not to sell, transfer or otherwise dispose of any USWeb shares of Parent Common Stock issued to Holder the Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or ; (ii) such sale, transfer or other disposition is made pursuant to an effective a registration statement declared or ordered effective under the Securities Act Act, or an appropriate exemption from registration, or the registration and prospectus delivery requirements of the Securities Act; (iii) Holder the Affiliate delivers to USWeb Parent a written opinion of legal counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities Act; or (iv) an authorized representative of the Commission shall have rendered written advice to the Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (b) USWeb The Affiliate understands and hereby acknowledges that Parent will give stop transfer instructions to its transfer agent with respect to any USWeb shares of Parent Common Stock received by Holder issued to the Affiliate pursuant to the Merger Merger, and there will shall be placed on the certificates representing such shares of Parent Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) ), and USWeb Parent shall so instruct its transfer agent, if Holder the Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not shall be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities ActAct or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated (the "NO ACTION CORRESPONDENCE"). (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder pursuant to Affiliate in the Merger and there will shall be placed on the certificates representing such Parent Common Stock, or any substitutions therefortherefor issued prior to the end of the Restricted Period, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED (A) IN CONFORMITY WITH RULE 145(d), OR (B) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (C) IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agentagent to remove such legend, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) the No Action Correspondence, (iii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145, or (iv) a written request for removal of such legend after the first anniversary of the Effective Time.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register with the shares of USWeb Common Stock under Commission in accordance with the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not shall be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration"Rule 145"), and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities ActAct or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated (the "No Action Correspondence"). (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder pursuant to Affiliate in the Merger and there will shall be placed on the certificates representing such Parent Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED (A) IN CONFORMITY WITH RULE 145(d), OR (B) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (C) IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agentagent to remove such legend, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), (ii) the No Action Correspondence, or (iiiii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate understands and hereby acknowledges that Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 to be filed to register the shares of USWeb Common Stock fairness hearing under the Securities Act of 1933, as amended (the "Securities Act")California law, and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not shall be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate “affiliate” of CKSthe Company as the term “affiliate” is used for purposes of Rule 145 promulgated under the Securities Act. Holder accordingly Accordingly, Affiliate agrees not to sell, transfer or otherwise dispose of any USWeb shares of Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act Act, or an appropriate exemption from registrationthe registration and prospectus delivery requirements of the Securities Act, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of legal counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities ActAct or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (b) USWeb will Affiliate understands and hereby acknowledges that Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb shares of Parent Common Stock received by Holder issued to Affiliate pursuant to the Merger and there will shall be placed on the certificates representing such shares of Parent Common Stock, or any substitutions therefor, a legend stating in substance: "“THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED (A) IN CONFORMITY WITH RULE 145(d), OR (B) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (C) IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." ” The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 to be filed to register the shares of USWeb Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated an exemption from registration under the Securities Act, and the resale of such shares will not may be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, in form and substance reasonably acceptable to USWeb in form and substanceParent, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb Parent will give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger and there will be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCEISSUER, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance resale of shares of USWeb Parent Common Stock acquired by Affiliate in connection with the Merger is expected will be subject to be effected pursuant to a Registration Statement on Form S-4 to be filed to register the shares of USWeb Common Stock restrictions set forth in Rule 145 under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder Affiliate may be deemed to be an affiliate of CKSCompany. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger and there will shall be placed on the certificates representing such Parent Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected either pursuant to a Registration Statement on Form S-4 to be filed to register the shares (i) Section 3(a)(10) of USWeb Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within in which case the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder an exemption from registration under Section 4(2) of the Securities Act, in which case such shares may be resold only pursuant to the registration of the Shares under the Securities Act (as contemplated by Section 6.12 of the Reorganization Agreement) or pursuant to Rule 144 and Rule 145 under the Securities Act, as the case may be, including the holding period of Rule 144 or (iii) another applicable exemption from the registration requirements of the Securities Act. With respect to Rule 145, Affiliate may be deemed to be an affiliate of CKSthe Company in connection with those transactions. Holder Nothing in this agreement is intended to state or imply that Affiliate is or is not an affiliate of Parent or will or will not become an affiliate of Parent. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger Arrangement and there will shall be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 or sold pursuant to an effective registration statement (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (iA) the issuance of shares of USWeb Company Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), Act; and (iiB) Holder Affiliate may be deemed to be an affiliate "affiliate" of CKSOlympic as the term "affiliate" is used for purposes of Rule 144 and Rule 145 of the rules and regulations of the Commission. Holder accordingly Accordingly, the Affiliate hereby agrees not to sell, transfer or otherwise dispose of any USWeb Company Common Stock issued to Holder the Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or ; (ii) such sale, transfer or other disposition is made pursuant to an effective a registration statement declared or ordered effective under the Securities Act Act, or an appropriate exemption from registration, or the registration and prospectus delivery requirements of the Securities Act; (iii) Holder the Affiliate delivers to USWeb the Company a written opinion of legal counsel, reasonably acceptable to USWeb the Company in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities Act; or (iv) an authorized representative of the Commission shall have rendered written advice to the Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (b) USWeb The Affiliate understands and hereby acknowledges that the Company will give stop transfer instructions to its transfer agent with respect to any USWeb Company Common Stock received by Holder issued to the Affiliate pursuant to the Merger Merger, and there will shall be placed on the certificates representing such Company Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) ), and USWeb the Company shall so instruct its transfer agent, if Holder the Affiliate delivers to USWeb the Company (i) satisfactory written evidence that the shares Shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), ; or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebthe Company, to the effect that public sale of the shares Shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger Arrangement is expected to be effected pursuant to a Registration Statement on Form S-4 to be filed to register the shares court-approved plan of USWeb Common Stock arrangement under the Canadian law, as described in the Arrangement Agreement, and the resale of such shares shall be subject to restrictions on transfer set forth in Rule 145 under the United States Securities Act of 1933, as amended (the "Securities 1933 Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger Arrangement unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities 1933 Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities 1933 Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act1933 Act or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger Arrangement and there will shall be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 or sold pursuant to an effective registration statement (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance resale of shares of USWeb Parent Common Stock acquired by Affiliate in connection with the Merger is expected will be subject to be effected pursuant to a Registration Statement on Form S-4 to be filed to register the shares of USWeb Common Stock restrictions set forth in Rule 145 under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder Affiliate may be deemed to be an affiliate of CKSCompany. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger and there will shall be placed on the certificates representing such Parent Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee) and, if less than all shares represented by a certificate have been thus sold, a substituted certificate representing the unsold balance shall be issued), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof either (a) is no longer subject to Rule 145145 or (b) may be made currently in accordance with Rule 145(d)(3).

Compliance with Rule 145 and the Securities Act. (a) Holder The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (iA) the issuance of shares of USWeb Holdco Common Stock in connection with the Company Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares of Holdco Common Stock will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), Act; and (iiB) Holder Affiliate may be deemed to be an affiliate "affiliate" of CKSthe Company as the term "affiliate" is used for purposes of Rule 144 and Rule 145 under the Securities Act. Holder accordingly Accordingly, the Affiliate hereby agrees not to sell, transfer or otherwise dispose of any USWeb Holdco Common Stock issued to Holder the Affiliate in the Merger Company Merger, or otherwise acquired by the Affiliate subsequent to the date hereof, unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or ; (ii) such sale, transfer or other disposition is made pursuant to an effective a registration statement declared or ordered effective under the Securities Act Act, or an appropriate exemption from registration, or the registration and prospectus delivery requirements of the Securities Act; (iii) Holder the Affiliate delivers to USWeb Holdco a written opinion of legal counsel, reasonably acceptable to USWeb Holdco in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to the Affiliate to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take any action, with respect to the proposed disposition if consummated. (b) USWeb The Affiliate understands and hereby acknowledges that Holdco will give stop transfer instructions to its transfer agent with respect to any USWeb Holdco Common Stock received by Holder issued to the Affiliate pursuant to the Merger Company Merger, and there will shall be placed on the certificates representing such Holdco Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE The shares represented by this Certificate were issued in a transaction to which Rule 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE applies and may only be transferred in conformity with Rule 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF or pursuant to an effective registration statement under the Securities Act of 1933, AS AMENDEDas amended, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSELor in accordance with a written opinion of counsel, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCEreasonably acceptable to the issuer in form and substance, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF that such transfer is exempt from registration under the Securities Act of 1933, AS AMENDEDas amended." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) ), and USWeb any stop transfer instructions shall so instruct its transfer agentbe rescinded, if Holder the Affiliate delivers to USWeb Holdco (i) satisfactory written evidence that the shares Shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), ; or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebHoldco, to the effect that public sale of the shares Shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder The Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 to be filed with the Commission to register the shares of USWeb Parent Common Stock under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder the Affiliate may be deemed to be an affiliate "affiliate" of CKSthe Company within the meaning of the Securities Act and, in particular, Rule 145 promulgated thereunder. Holder Affiliate accordingly agrees not to sell, transfer transfer, or otherwise dispose of any USWeb Parent Common Stock issued to Holder the Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or ; (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, Act; or (iii) Holder the Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer transfer, or other disposition is otherwise exempt from registration under the Securities Act. In connection with the obligations of the Affiliate hereunder, Parent agrees to file all reports required under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") to satisfy the requirements of Rule 144(c) as long as the Affiliate shall be subject to the requirements of Rule 145. (b) USWeb Parent will give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger Merger, and there will be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE The shares represented by this certificate were issued in a transaction to which Rule 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE applies and may only be transferred in conformity with Rule 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF ), pursuant to an effective registration statement under the Securities Act of 1933, AS AMENDEDas amended, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSELor in accordance with a written opinion of counsel, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCEreasonably acceptable to the issuer in form and substance, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF that such transfer is exempt from registration under the Securities Act of 1933, AS AMENDEDas amended." The foregoing legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb shall so instruct its transfer agent, if Holder the Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will be issued in the name of the transferee), ) or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject -------------- to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate "affiliate" of CKSthe Company as the term "affiliate" is used for purposes of Rule 144 and Rule 145 of the rules and regulations of the Commission. Holder accordingly Accordingly, the Affiliate hereby agrees not to sell, transfer or otherwise dispose of any USWeb shares of Parent Common Stock issued to Holder the Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or ; (ii) such sale, transfer or other disposition is made pursuant to an effective a registration statement declared or ordered effective under the Securities Act Act, or an appropriate exemption from registration, or the registration and prospectus delivery requirements of the Securities Act; (iii) Holder the Affiliate delivers to USWeb Parent a written opinion of legal counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities Act; or (iv) an authorized representative of the Commission shall have rendered written advice to the Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (b) USWeb The Affiliate understands and hereby acknowledges that Parent will give stop transfer instructions to its transfer agent with respect to any USWeb shares of Parent Common Stock received by Holder issued to the Affiliate pursuant to the Merger Merger, and there will shall be placed on the certificates representing such shares of Parent Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) ), and USWeb Parent shall so instruct its transfer agent, if Holder the Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 fairness hearing under Oregon law, and the resale of such shares shall be subject to be filed to register the shares of USWeb Common Stock restrictions set forth in Rule 145 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company, although Affiliate is not an affiliate of Parent or Surviving Corporation. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities ActAct or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger and there will shall be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder The Affiliate hereby represents and warrants to FCE that the Affiliate is the sole beneficial owner of the number of common shares of the Company ("Company Common Shares") set forth under the Affiliate's name on the signature page hereto (the "Shares"). (b) The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (iA) the issuance of shares of USWeb common stock of FCE and ("FCE Common Stock Stock") in connection with the Merger Arrangement is expected to be effected pursuant to a Registration Statement on Form S-4 to be filed to register the shares Section 3(a)(10) of USWeb Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), Act; and (iiB) Holder the Affiliate may be deemed to be an affiliate "affiliate" of CKSthe Company as the term "affiliate" is used for purposes of Rule 144 and Rule 145 of the rules and regulations of the Commission. Holder accordingly Accordingly, the Affiliate hereby agrees not to sell, transfer or otherwise dispose of any USWeb FCE Common Stock issued to Holder the Affiliate in the Merger Arrangement unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or ; (ii) such sale, transfer or other disposition is made pursuant to an effective a registration statement declared or ordered effective under the Securities Act Act, or an appropriate exemption from registration, or the registration and prospectus delivery requirements of the Securities Act; (iii) Holder the Affiliate delivers to USWeb FCE a written opinion of legal counsel, reasonably acceptable to USWeb FCE in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities Act; or (iv) an authorized representative of the Commission shall have rendered written advice to the Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (bc) USWeb The Affiliate understands and hereby acknowledges that FCE will give stop transfer instructions to its transfer agent with respect to any USWeb shares of FCE Common Stock received by Holder issued to the Affiliate pursuant to the Merger Arrangement, and there will shall be placed on the certificates representing such shares of FCE Common Stock, or any substitutions therefor, Stock a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth described above shall be removed (by delivery of a substitute certificate without such legend) ), and USWeb FCE shall so instruct its transfer agent, if Holder the Affiliate delivers to USWeb FCE (i) satisfactory written evidence that the shares of FCE Common Stock have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), ; or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebFCE, to the effect that public sale of the such shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (iA) the issuance of shares of USWeb East Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities Act"), ) and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares of East Common Stock will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), Act; and (iiB) Holder Affiliate may be deemed to be an affiliate "affiliate" of CKSWest as the term "affiliate" is used for purposes of Rule 144 and Rule 145 under the Securities Act. Holder accordingly Accordingly, the Affiliate hereby agrees not to sell, transfer or otherwise dispose of any USWeb East Common Stock issued to Holder the Affiliate in the Merger Merger, or otherwise acquired by the Affiliate subsequent to the date hereof, unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) 145 promulgated under the Securities Act, or ; (ii) such sale, transfer or other disposition is made pursuant to an effective a registration statement declared or ordered effective under the Securities Act Act, or an appropriate exemption from registration, or the registration and prospectus delivery requirements of the Securities Act; (iii) Holder the Affiliate delivers to USWeb East a written opinion of legal counsel, reasonably acceptable to USWeb East in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to the Affiliate to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take any action, with respect to the proposed disposition if consummated. (b) USWeb The Affiliate understands and hereby acknowledges that East will give stop transfer instructions to its transfer agent with respect to any USWeb East Common Stock received by Holder issued to the Affiliate pursuant to the Merger Merger, and there will shall be placed on the certificates representing such East Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH SUCH RULE 145(d) 145 OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDEDACT, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT OR PURSUANT TO WRITTEN ADVICE FROM AN AUTHORIZED REPRESENTATIVE OF THE SEC TO THE EFFECT THAT THE SEC WOULD TAKE NO ACTION, OR THAT THE STAFF OF THE SEC WOULD NOT RECOMMEND THAT THE SEC TAKE ANY ACTION, WITH RESPECT TO THE PROPOSED TRANSFER IF CONSUMMATED." (c) The Affiliate also understands that unless a sale or transfer is made in conformity with the provisions of Rule 145, or pursuant to an effective registration statement, East reserves the right to place, as applicable, on the certificates issued to the Affiliate's transferee with respect to East Common Stock a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE ACT APPLIES. THE SHARES HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE ACT AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT." " (d) The legend legends set forth in paragraphs 2(b) and 2(c) above shall be removed (by delivery of a substitute certificate without such legend) and USWeb shall so instruct its transfer agent), if Holder (i) one year shall have elapsed from the date the undersigned acquired East Common Stock received in the Merger and the provisions of Rule 145(d)(2) are then available to the Affiliate, (ii) two years shall have elapsed from the date the Affiliate acquired the East Common Stock received in the Merger and the provisions of Rule 145(d)(3) are then applicable to the Affiliate or (iii) the Affiliate delivers to USWeb East (iA) satisfactory written evidence that the shares Shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), ; or (iiB) an opinion of counsel, in form and substance reasonably satisfactory to USWebEast, or written advice from an authorized representative of the SEC to the effect that public sale of the shares restrictions imposed by Rule 144 and Rule 145 under the holder thereof is Securities Act no longer subject apply to Rule 145the Affiliate.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Baan Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 F-4 to be filed to register the shares of USWeb Baan Common Stock Shares under the Securities Act of 1933, as amended (the "Securities Act"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 promulgated under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder Affiliate may be deemed to be an affiliate "affiliate" of CKSthe Company within the meaning of the Securities Act and, in particular, Rule 145 promulgated thereunder. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Baan Common Stock Shares issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Baan a written opinion of counsel, reasonably acceptable to USWeb Baan in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb Baan will give stop transfer instructions to its transfer agent with respect to any USWeb Baan Common Stock Shares received by Holder Affiliate pursuant to the Merger and there will be placed on the certificates representing such Common StockShares, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE The shares represented by this certificate were issued in a transaction to which Rule 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE promulgated under the Securities Act of 1933, as amended (the "Securities Act") applies and may only be transferred in conformity with Rule 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933or pursuant to an effective registration statement under the Securities Act, AS AMENDEDor in accordance with a written opinion of counsel, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSELreasonably acceptable to the issuer in form and substance, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDthat such transfer is exempt from registration under the Securities Act." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Baan shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb (i) Baan satisfactory written evidence that (i) the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWeb, to the effect that public sale any of the shares by the holder thereof is no longer subject to Rule 145other conditions specified in Section 2(a) hereof have been satisfied.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected either pursuant to a Registration Statement on Form S-4 to be filed to register the shares (i) Section 3(a)(10) of USWeb Common Stock under the Securities Act of 1933, as amended (the "“Securities Act"”), and as such will not be deemed "restricted securities" within in which case the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder an exemption from registration under Section 4(2) of the Securities Act, in which case such shares may be resold only pursuant to the registration of the Shares under the Securities Act (as contemplated by Section 6.13 of the Reorganization Agreement) or pursuant to Rule 144 and Rule 145 under the Securities Act, as the case may be, including the holding period of Rule 144 or (iii) another applicable exemption from the registration requirements of the Securities Act. With respect to Rule 145, Affiliate may be deemed to be an affiliate of CKSthe Company in connection with those transactions. Holder Nothing in this agreement is intended to state or imply that Affiliate is or is not an affiliate of Parent or will or will not become an affiliate of Parent. Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger Reorganization Agreement and there will shall be placed on the certificates representing such Parent Common Stock, or any substitutions therefor, a legend stating in substance: "“THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED." ” The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 or sold pursuant to an effective registration statement (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder Stockholder has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement on Form S-4 to be filed to register the shares of USWeb Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), and as such initially will not be deemed "restricted securities" within the meaning of Rule 144 promulgated registered under the Securities Act, and resale of such shares will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), and (ii) Holder Parent will use its best efforts to prepare and file a registration statement covering certain of the shares of Parent Common Stock issued in connection with the Merger within forty-five (45) days after the Effective Time, all in accordance with the Declaration of Registration Rights delivered by the Company pursuant to the Reorganization Agreement, (iii) Stockholder may be deemed to be an affiliate of CKSthe Company, and (iv) no sale, transfer or other disposition by Stockholder of Parent Common Stock will be registered under the Securities Act (except in accordance with the Declaration of Registration Rights). Holder accordingly Accordingly, Stockholder agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Stockholder in the Merger (except pursuant to a registration) unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Stockholder delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb (i) Parent will give stop transfer instructions to its transfer agent with respect to any USWeb the Parent Common Stock received by Holder Stockholder pursuant to the Merger and there will be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE The shares represented by this certificate were issued in a transaction to which Rule 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE applies and may only be transferred in conformity with Rule 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of or in accordance with a substitute certificate without such legend) and USWeb shall so instruct its transfer agent, if Holder delivers to USWeb (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will be issued in the name of the transferee), or (ii) an opinion of counsel, reasonably acceptable to the issuer in form and substance reasonably satisfactory to USWebsubstance, to that such transfer is exempt from registration under the effect that public sale Securities Act of the shares by the holder thereof is no longer subject to Rule 1451933."

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock Shares in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "“Securities Act"”), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not shall be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock Shares issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb will Execution of this Agreement shall not be considered an admission on Affiliate’s part that he is an “affiliate” of the Company as described in the recitals to this Agreement, or as a waiver of any rights that Affiliate may have to object to any claim that Affiliate is such an affiliate of the Company on or after the date of this Agreement. (c) Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock Shares received by Holder Affiliate pursuant to the Merger and there will shall be placed on the certificates representing such Common StockShares, or any substitutions therefor, a legend stating in substance: "“THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." ” The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145. (d) Parent hereby agrees that for so long as and to the extent necessary to permit Affiliate to sell Parent Common Shares pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, Parent shall (i) use its reasonable efforts to file on a timely basis, all reports and data required to be filed with the Securities and Exchange Commission by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Common Stock Parent ADSs in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock under the Securities Act of 1933, as amended (the "Securities Act")S-4, and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not shall be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)145, and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company as defined by paragraphs (c) and (d) of Rule 145. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Common Stock American Depositary Shares ("Parent ADSs") issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d145(d)(1) promulgated under and, to the Securities Actextent required by the terms of the Deposit Agreement (as defined below), Rule 144(h), or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. . Affiliate acknowledges that the Parent ADSs issued to Affiliate in the Merger will be deposited in a restricted ADR (bas defined below) USWeb will give stop transfer instructions facility pursuant to its transfer agent that certain Deposit Agreement, dated as of November 30, 1995, as amended and restated as of May 22, 1998, among Parent, The Bank of New York and all owners and beneficial owners from time to time of restricted ADRs issued thereunder (the "Deposit Agreement") and that, pursuant to the Deposit Agreement, among other things, except as provided in clause (ii) of the preceding sentence, sales of Parent ADSs issued to Affiliate in the Merger may only be effected pursuant to Rule 145(d)(1). In addition to any other requirements of this Agreement, Affiliate agrees to comply with the requirements of Rule 144(h) with respect to any USWeb Common Stock received the sale, transfer or other disposition of Parent ADSs acquired by Holder pursuant Affiliate in the Merger to the Merger and there will be placed on extent required by the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb shall so instruct its transfer agent, if Holder delivers to USWeb (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will be issued in the name terms of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWeb, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145Deposit Agreement.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Offer and the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not shall be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Offer or the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb will Execution of this Agreement shall not be considered an admission on Affiliate's part that he or she is an "affiliate" of the Company as described in the recitals to this Agreement, or as a waiver of any rights that Affiliate may have to object to any claim that Affiliate is such an affiliate of the Company on or after the date of this Agreement. (c) Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger and there will shall be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145. (d) Parent hereby agrees that for so long as and to the extent necessary to permit Affiliate to sell Parent Common Stock pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, Parent shall (i) use its reasonable efforts to file on a timely basis, all reports and data required to be filed with the Securities and Exchange Commission by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Acquisition Co. Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "“Securities Act"”), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not shall be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Acquisition Co. Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Acquisition Co. a written opinion of counsel, reasonably acceptable to USWeb Acquisition Co. in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities Act. (b) USWeb will Execution of this Agreement shall not be considered an admission on Affiliate’s part that he or she is an “affiliate” of the Company as described in the recitals to this Agreement, or as a waiver of any rights that Affiliate may have to object to any claim that Affiliate is such an affiliate of the Company on or after the date of this Agreement. (c) Acquisition Co. shall give stop transfer instructions to its transfer agent with respect to any USWeb Acquisition Co. Common Stock received by Holder Affiliate pursuant to the Merger and there will shall be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "“THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." ” The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Acquisition Co. shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Acquisition Co. (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebAcquisition Co., to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145. (d) Acquisition Co. hereby agrees that for so long as and to the extent necessary to permit Affiliate to sell Acquisition Co. Common Stock pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, Acquisition Co. shall (i) use its reasonable efforts to file on a timely basis, all reports and data required to be filed with the Securities and Exchange Commission by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended.

Compliance with Rule 145 and the Securities Act. (a) Holder Affiliate has been advised that (i) the issuance of shares of USWeb Parent Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares will not shall be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration)Act, and (ii) Holder Affiliate may be deemed to be an affiliate of CKSthe Company. Holder Affiliate accordingly agrees not to sell, transfer or otherwise dispose of any USWeb Parent Common Stock issued to Holder Affiliate in the Merger unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or (ii) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration, or (iii) Holder Affiliate delivers to USWeb Parent a written opinion of counsel, reasonably acceptable to USWeb Parent in form and substance, that such sale, transfer or other disposition is otherwise exempt from registration under the Securities ActAct or (iv) an authorized representative of the Commission shall have rendered written advice to Affiliate to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. (b) USWeb will Parent shall give stop transfer instructions to its transfer agent with respect to any USWeb Parent Common Stock received by Holder Affiliate pursuant to the Merger and there will shall be placed on the certificates representing such Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) and USWeb Parent shall so instruct its transfer agent, if Holder Affiliate delivers to USWeb Parent (i) satisfactory written evidence that the shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebParent, to the effect that public sale of the shares by the holder thereof is no longer subject to Rule 145.

Compliance with Rule 145 and the Securities Act. (a) Holder The Affiliate understands and hereby acknowledges that the Affiliate has been advised that (iA) the issuance of shares of USWeb Holdco Common Stock in connection with the Company Merger is expected to be effected pursuant to a Registration Statement registration statement on Form S-4 to be filed to register the shares of USWeb Common Stock promulgated under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), and as such will not be deemed "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act, and resale of such shares of Holdco Common Stock will not be subject to any restrictions other than as set forth in Rule 145 under the Securities Act (which will not apply if such shares are otherwise transferred pursuant to an effective registration statement under the Securities Act or an appropriate exemption from registration), Act; and (iiB) Holder Affiliate may be deemed to be an affiliate "affiliate" of CKSthe Company as the term "affiliate" is used for purposes of Rule 144 and Rule 145 under the Securities Act. Holder accordingly Accordingly, the Affiliate hereby agrees not to sell, transfer or otherwise dispose of any USWeb Holdco Common Stock issued to Holder the Affiliate in the Merger Company Merger, or otherwise acquired by the Affiliate subsequent to the date hereof, unless (i) such sale, transfer or other disposition is made in conformity with the requirements of Rule 145(d) promulgated under the Securities Act, or ; (ii) such sale, transfer or other disposition is made pursuant to an effective a registration statement declared or ordered effective under the Securities Act Act, or an appropriate exemption from registration, or the registration and prospectus delivery requirements of the Securities Act; (iii) Holder the Affiliate delivers to USWeb Holdco a written opinion of legal counsel, reasonably acceptable to USWeb Holdco in form and substance, that such sale, transfer or other disposition is otherwise exempt from the registration under and prospectus delivery requirements of the Securities Act; or (iv) an authorized representative of the SEC shall have rendered written advice to the Affiliate to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take any action, with respect to the proposed disposition if consummated. (b) USWeb The Affiliate understands and hereby acknowledges that Holdco will give stop transfer instructions to its transfer agent with respect to any USWeb Holdco Common Stock received by Holder issued to the Affiliate pursuant to the Merger Company Merger, and there will shall be placed on the certificates representing such Holdco Common Stock, or any substitutions therefor, a legend stating in substance: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." The legend set forth above shall be removed (by delivery of a substitute certificate without such legend) ), and USWeb any stop transfer instructions shall so instruct its transfer agentbe rescinded, if Holder the Affiliate delivers to USWeb Holdco (i) satisfactory written evidence that the shares Shares have been sold in compliance with Rule 145 (in which case, the substitute certificate will shall be issued in the name of the transferee), ; or (ii) an opinion of counsel, in form and substance reasonably satisfactory to USWebHoldco, to the effect that public sale of the shares Shares by the holder thereof is no longer subject to Rule 145.