Page 29 of 29 Pages
EXHIBIT H
Date:_______________ 1996
EARTHLINK NETWORK, INC.
0000 Xxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
INVEMED ASSOCIATES, INC.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000-0189
Ladies and Gentlemen:
As an inducement to Invemed Associates, Inc. to execute the
Underwriting Agreement, pursuant to which an offering will be made of the Common
Stock, $0.01 par value (the "Common Stock"), of EarthLink Network, Inc. (the
"Company"), the undersigned hereby agrees that, for a period of 365 days after
the initial public offering (the "Commencement Date") of the Common Stock
pursuant to the Underwriting Agreement to which you are or expect to become
parties, the undersigned will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, any shares of Common Stock or
securities convertible into or exchangeable or exercisable for any shares of
Common Stock, or publicly disclose the intention to make any such offer, sale,
pledge or disposal without the prior written consent of Invemed Associates, Inc.
In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer of Common
Stock or other Company securities if such transfer would constitute a violation
or breach of this Agreement.
This Agreement shall be binding on the undersigned and the respective
successors, heirs, personal representatives and assigns of the undersigned.
Very truly yours,
Signature:__________________________
Printed Name:_______________________
Name of Entity Signatory Represents,
if applicable_______________________
____________________________________
____________________________________
