FORM OF OPERATING COMPANY AGREEMENTOperating Company Agreement • February 1st, 2005 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of SK-EarthLink LLC, a Delaware limited liability company (the “Operating Company”), is made and entered into as of , 2005, by and among SK Telecom International, Inc., a Delaware corporation (“SKTI”), EarthLink, Inc., a Delaware corporation (“EarthLink”), the Management Company (as defined in Section 1.1) and the Operating Company.
CONTRIBUTION AND FORMATION AGREEMENT AMONG SK TELECOM INTERNATIONAL, INC. SK TELECOM CO., LTD. AND EARTHLINK, INC. Dated as of January 26, 2005Contribution and Formation Agreement • February 1st, 2005 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
THIS CONTRIBUTION AND FORMATION AGREEMENT (this “Agreement”), dated as of January 26, 2005, is among SK Telecom Co., Ltd., a corporation with limited liability organized under the laws of The Republic of Korea (“SKT”), SK Telecom International, Inc., a Delaware corporation (“SKTI” and, collectively with SKT, the “SKT Parties”), and EarthLink, Inc., a Delaware corporation (“EarthLink”).
FORM OF STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 1st, 2005 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
THIS STOCKHOLDERS’ AGREEMENT (this “Stockholders’ Agreement”) is dated as of , 2005, by and among SK Telecom Co., Ltd., a corporation with limited liability organized under the laws of The Republic of Korea (“SKT”), EarthLink, Inc., a Delaware corporation (“EarthLink”) and SK-EarthLink Management Corp., a Delaware corporation (the “Management Company”).
