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EXHIBIT N
EARTHLINK NETWORK, INC.
LOCK-UP AGREEMENT
___________, 1998
DEUTSCHE XXXXXX XXXXXXXX INC.
THE XXXXXXXX XXXXXXXX COMPANY, INC.
INVEMED ASSOCIATES, INC.
as Representatives of the several Underwriters
c/o Deutsche Xxxxxx Xxxxxxxx Inc.
0000 Xx Xxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Re: Earthlink Network, Inc. (the "Company")
Proposed Offering of Common Stock
Ladies and Gentlemen:
This letter is being delivered to you in accordance with the proposed
Underwriting Agreement (the "Underwriting Agreement") between the Company and
the Representatives, as Representatives of the several Underwriters named in
Schedule 1 thereto (the "Underwriters"), relating to an underwritten public
offering of common stock of the Company (the "Common Stock"). The undersigned,
the beneficial owner of shares of the Company's Common Stock, understands that
the Company intends to sell shares of Common Stock of the Company and to grant
to the Underwriters an over-allotment option to purchase additional shares of
Common Stock (the "Offering"). All capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the
Underwriting Agreement.
In order to induce the Company and the Underwriters to enter into the
Underwriting Agreement and to proceed with the Offering, and in recognition of
the benefit that such Offering will confer upon the undersigned as a stockholder
of the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned irrevocably
agrees, with each Underwriter to be named in the Underwriting Agreement, for the
benefit of the Company, you and the other Underwriters, that, should the
Offering be effected, the undersigned will not publicly announce any intention
to, will not allow any affiliate or subsidiary, if applicable, to, and will not
itself, without the prior written consent of Deutsche Xxxxxx Xxxxxxxx Inc. on
behalf of the Underwriters, (i) offer, pledge, sell, offer to sell, contract to
sell, sell any option or contract to purchase, purchase any option to sell,
grant any option right or warrant to purchase, or otherwise transfer or dispose
of, directly or indirectly, any of the shares of Common Stock or any securities
convertible into, or exercisable or exchangeable for, Common Stock, or (ii)
enter into any swap or other agreement that transfers, in whole or in part, any
of the economic consequences of ownership of the shares of Common Stock or any
securities convertible into, or exercisable or exchangeable for, shares of
Common Stock (whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of the shares of Common Stock or such other
securities, in cash or otherwise), in each case, beneficially owned (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) or
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otherwise controlled by the undersigned on the date hereof or hereafter
acquired, for a period beginning from the date of execution of the Underwriting
Agreement and continuing to and including the date 90 days after the date of the
Prospectus; provided, however, that the undersigned may, without the prior
written consent of Deutsche Xxxxxx Xxxxxxxx Inc. on behalf of the Underwriters,
transfer shares of Common Stock to members of the undersigned's immediate family
or to trusts for the benefit of members of the undersigned's immediate family or
in connection with bona fide gifts, provided that any transferee agrees to the
transfer restrictions described above.
The undersigned, whether or not participating in the Offering,
confirms that he, she or it understands that the Underwriters and the Company
will rely upon the representations set forth in this agreement in proceeding
with the Offering. This agreement shall be binding on the undersigned and his,
her or its respective successors, heirs, personal representatives and assigns.
If for any reason the Underwriting Agreement shall be terminated prior to the
Closing Date, the agreement set forth above shall likewise be terminated.
The undersigned understands that the Company has not made any
public announcement relating to the Offering, and the Company is prohibited from
doing so by rules and regulations promulgated by the Securities and Exchange
Commission ("SEC") until the Company has filed its registration statement with
SEC. The undersigned agrees to keep confidential all information regarding the
Offering, including without limitation, the anticipated date of the Offering,
the terms of the Offering, and the identity of the underwriters.
Sincerely,
____________________________________________
Signature
____________________________________________
Name
____________________________________________
Title (if Applicable)
The foregoing is accepted and agreed to
as of the date first above written:
DEUTSCHE XXXXXX XXXXXXXX INC.
XXXXXXXX XXXXXXXX COMPANY
INVEMED ASSOCIATES, INC.
By: DEUTSCHE XXXXXX XXXXXXXX INC.,
for itself and on behalf of the Representatives
Signature
Name
Title
