ADDENDUM TO AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This Addendum, dated as of October 31, 1996 ("Addendum"), to that certain
Amended and Restated Registration Rights Agreement, dated as of June 1, 1996
(the "Registration Rights Agreement"), is entered into by and between UUNET
Technologies, Inc. ("UUNET") and EarthLink Network, Inc. (the "Company").
WHEREAS, the Company has granted registration rights to a substantial
number of its stockholders pursuant to the Registration Rights Agreement;
WHEREAS, pursuant to a Note Purchase Agreement of even date herewith, UUNET
is purchasing from the Company a one-year, promissory note ("Note") in the
original principal amount of $5,000,000;
WHEREAS, such Note is convertible into a specified number of shares of
Common Stock of the Company, $.01 par value ("Conversion Shares"), as is more
fully described therein; and
WHEREAS, the Company desires to extend the benefits of the Registration
Rights Agreement to any Conversion Shares held in the future by UUNET.
NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. UUNET is hereby added as a party to the Registration Rights Agreement
and any Conversion Shares held by UUNET pursuant to the conversion of the Note
shall be included as shares of "Restricted Stock" subject to the Registration
Rights Agreement, as such term is defined in Section 1 thereof and subject to
the limitations set forth therein.
2. Subject to the approval of the Board of Directors of the Company, this
Addendum shall be deemed an amendment to the Registration Rights Agreement for
the limited purposes set forth herein. In all other respects, the Registration
Rights Agreement shall not be deemed amended.
3. Like the Registration Rights Agreement itself, this Addendum shall be
governed and construed in accordance with the laws of the State of New York.
4. This Addendum constitutes the entire agreement and understanding of
the parties with respect to the subject matter hereof, and supercedes any and
all prior negotiations, correspondence, agreements, understandings, duties or
obligations between the parties with
respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of
the date first above written.
UUNET TECHNOLOGIES, INC. EARTHLINK NETWORK, INC.:
/s/ Xxxxx Xxxxxx /c/ C. Xxxxx Xxxxx
----------------------- ------------------------
(Authorized Signature) (Authorized Signature)
Xxxxx Xxxxxx C. Xxxxx Xxxxx
----------------------- ------------------------
(Printed Name) (Printed Name)
V.P. President and CEO
----------------------- ------------------------
(Title) (Title)
