FORM OFStockholders’ Agreement • November 9th, 2007 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Stockholders’ Agreement”) is dated as of , 2007, 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 HELIO, Inc., a Delaware corporation (the “Management Company”).
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HELIO LLC by and among EARTHLINK, INC.; SK TELECOM USA HOLDINGS, INC.; HELIO, INC. and HELIO LLC Dated as of , 2007Limited Liability Company Agreement • November 9th, 2007 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of HELIO LLC, a Delaware limited liability company (the “Operating Company”), is made and entered into as of , 2007, by and among SK Telecom USA Holdings, Inc., a Delaware corporation (“SKT Holdings”), EarthLink, Inc., a Delaware corporation (“EarthLink”), the Management Company (as defined in Section 1.1) and the Operating Company.
CONTRIBUTION AGREEMENT AMONG HELIO LLC HELIO, INC. (for purposes of Section 2.1.1, Article IV and Section 7.16 only) SK TELECOM USA HOLDINGS, INC.Contribution Agreement • November 9th, 2007 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of November 7, 2007, is among HELIO LLC, a Delaware limited liability company (“Operating Company”), SK Telecom USA Holdings, Inc., a Delaware corporation (“SKT Holdings”), EarthLink, Inc., a Delaware corporation (“EarthLink”) and, for purposes of Section 2.1.1, Article IV and Section 7.16 only, HELIO, Inc., a Delaware corporation (“Management Company”).
