Page 1 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT RELATING TO 2,727,273 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK EARTHLINK NETWORK, INC. DATED AS OF: SEPTEMBER 10, 1996Stock Purchase Agreement • December 11th, 1996 • Earthlink Network Inc • Services-prepackaged software • New York
2,000,000 Shares EARTHLINK NETWORK, INC. Common Stock, par value $.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 1997 • Earthlink Network Inc • Services-prepackaged software • New York
EXHIBIT (c)(9) AGREEMENT AND PLAN OF MERGER AMONG EARTHLINK NETWORK, INC., A DELAWARE CORPORATION DOLPHIN, INC., A DELAWARE CORPORATION, AND DOLPHIN SUB, INC., A DELAWARE CORPORATIONAgreement and Plan of Merger • February 18th, 1998 • Earthlink Network Inc • Services-prepackaged software
RECITALSNote Purchase Agreement • December 11th, 1996 • Earthlink Network Inc • Services-prepackaged software • Delaware
2. REPRESENTATIONS AND WARRANTIES. Each of the Stockholders represents, ------------------------------ as to itself only, and warrants to Sprint and Sprint L.P. as follows:Stockholders' Agreement • February 17th, 1998 • Earthlink Network Inc • Services-prepackaged software • Delaware
OFFICE LEASE by and between THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK, as Landlord,Office Lease • November 8th, 1996 • Earthlink Network Inc • Services-prepackaged software
AMONGInvestment Agreement • February 17th, 1998 • Earthlink Network Inc • Services-prepackaged software • Delaware
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...Registration Rights Agreement • December 11th, 1996 • Earthlink Network Inc • Services-prepackaged software • New York
EXHIBIT NO. 99.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of February 10, 1998 (the "Effective Date"), is by and between Dolphin, Inc., a Delaware corporation ("Newco"), Sprint Corporation, a Kansas...Registration Rights Agreement • February 17th, 1998 • Earthlink Network Inc • Services-prepackaged software • Delaware
ARTICLE I DEFINITIONS -----------Governance Agreement • February 17th, 1998 • Earthlink Network Inc • Services-prepackaged software • Delaware
BETWEENCredit Agreement • February 17th, 1998 • Earthlink Network Inc • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of June 1, 1996, by and between Earthlink Network, Inc., a California corporation ("Company") and the holders of "Restricted Stock" (as that term is defined...Registration Rights Agreement • December 11th, 1996 • Earthlink Network Inc • Services-prepackaged software • California
EXHIBIT 4.4Consulting Agreement • April 24th, 1998 • Earthlink Network Inc • Services-prepackaged software • California
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is made as of this 10th day of February, 1998 between EarthLink Network, Inc., a Delaware corporation (the "Company") and Charles G. Betty (the "Employee").Employment Agreement • April 30th, 1998 • Earthlink Network Inc • Services-prepackaged software • California
EXHIBIT 10.20 [LOGO]Network Access Agreement • January 21st, 1997 • Earthlink Network Inc • Services-prepackaged software • New York
EXHIBIT NO. 99.3 AGREEMENT TO VOTE STOCK THIS AGREEMENT TO VOTE STOCK, dated as of February 10, 1998 (the "Agreement"), among the Granting Stockholders named on Schedule A hereto, Sprint Corporation, a Kansas corporation ("Sprint") and Sprint...Agreement to Vote Stock • February 17th, 1998 • Earthlink Network Inc • Services-prepackaged software • Delaware
EXHIBIT 99.4 AGREEMENT TO VOTE AND TENDER STOCK THIS AGREEMENT TO VOTE AND TENDER STOCK, dated as of February 10, 1998 (the "Agreement"), among the Granting Stockholders named on Schedule A hereto, Sprint Corporation, a Kansas corporation ("Sprint")...Signature Page for Agreement • February 17th, 1998 • Earthlink Network Inc • Services-prepackaged software • Delaware
AMENDMENT No. 2 TO AMENDED AND RESTATED INTERNET SERVICE PROVIDER NAVIGATOR DISTRIBUTION AGREEMENT This Amendment No. 2 (The "Amendment") is entered into by and between Netscape Communications Corporation, a Delaware corporation, with principal...Service Provider Navigator Distribution Agreement • December 23rd, 1996 • Earthlink Network Inc • Services-prepackaged software
EXHIBIT 10.16(a) AMENDMENT NO 1 TO PRODUCTION AND DISTRIBUTION AGREEMENT This Amendment No. 1 ("Amendment No. 1") as dated as of the 20th day of December, 1996 and relates to that certain Production and Distribution Agreement (the "Agreement") by and...Production and Distribution Agreement • January 21st, 1997 • Earthlink Network Inc • Services-prepackaged software
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made this ____ day of February, 1998 between EarthLink Network, Inc., a Delaware corporation (the "Company") and Charles G. Betty (the "Employee").Employment Agreement • April 30th, 1998 • Earthlink Network Inc • Services-prepackaged software • Kansas
EXHIBIT 4.1 STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • September 26th, 1997 • Earthlink Network Inc • Services-prepackaged software • California
Exhibit (a)(4) February 10, 1997 Board of Directors EarthLink Network, Inc. 3100 New York Drive Pasadena, CA 91107 Members of the Board: We understand that Dolphin Sub, Inc. ("Newco Sub"), a wholly-owned subsidiary of Dolphin, Inc. ("Newco"),...Earthlink Network Inc • February 18th, 1998 • Services-prepackaged software
WARRANTEarthlink Network Inc • December 11th, 1996 • Services-prepackaged software • Delaware
AMENDMENT NO. 2 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT AND CONVERTIBLE NOTEEarthlink Network Inc • November 13th, 1997 • Services-prepackaged software
RECITALSEmployment Agreement • April 30th, 1998 • Earthlink Network Inc • Services-prepackaged software
