{"id":43885,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-sprint-corp-and-earthlink.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-sprint-corp-and-earthlink","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-sprint-corp-and-earthlink.html","title":{"rendered":"Registration Rights Agreement &#8211; Sprint Corp. and EarthLink Network Inc."},"content":{"rendered":"<pre> \n                         REGISTRATION RIGHTS AGREEMENT\n\n     THIS REGISTRATION RIGHTS AGREEMENT (the 'Agreement'), dated as of February\n10, 1998 (the 'Effective Date'), is by and between Dolphin, Inc., a Delaware\ncorporation ('Newco'), Sprint Corporation, a Kansas corporation ('Sprint') and\nSprint Communications Company L.P., a Delaware limited partnership ('Sprint\nL.P.').\n\n     WHEREAS, the respective Boards of Directors of Sprint, the general partner\nof Sprint L.P. and Newco have determined to enter into a strategic relationship\nin the area of Internet access and related services and Sprint and Sprint L.P.\nwill make investments in EarthLink Network, Inc., a Delaware corporation (the\n'Company'), and Newco in connection with the Merger (as defined below) of\nDolphin Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Newco\n('Newco Sub'), and the Company in order to enhance the capabilities for growth\nand financial and strategic success;\n\n     WHEREAS, Sprint, Sprint L.P., Newco, the Company, and Newco Sub have\nentered into an Investment Agreement as of the date hereof (the 'Investment\nAgreement') contemplating that strategic alliance and addressing the terms and\nconditions of such investment and related transactions;\n\n     WHEREAS, Sprint proposes to make a tender offer (as it may be amended from\ntime to time as permitted under the Investment Agreement, with the Company's\nconsent if required thereby, the 'Offer') to purchase 1,250,000 shares of common\nstock, par value $.01 per share, of the Company (the 'Common Stock'), for an\naggregate cash consideration of $56,250,000 and at a price per share of Common\nStock of $45 net to each seller in cash (such price, as may hereafter be\nchanged, the 'Offer Price'), upon the terms and subject to the conditions set\nforth in the Investment Agreement; and the Board of Directors of the Company has\napproved the Offer and the other transactions contemplated by the Investment\nAgreement and is recommending that the Company's stockholders who wish to\nreceive cash for their shares of the Common Stock accept the Offer;\n\n     WHEREAS, immediately following the closing of the Offer, Sprint L.P.\nproposes to purchase 4,102,941 shares of Series A Convertible Preferred Stock,\npar value $.01 per share of Newco (the 'Convertible Preferred Stock') in\nexchange for (i) an aggregate cash consideration of $23,750,000, (ii) the\nassignment to Newco of 100% of the Sprint Internet Passport Subscribers, and\n(iii) entering into a network agreement whereby Newco and the Company will\nutilize Sprint's long-distance network under specified terms and conditions;\n\n     WHEREAS, Sprint, Sprint L.P., the Company and Newco will enter into a\nmarketing and distribution agreement whereby Newco and the Company will utilize\nthe Sprint brand under specified terms and conditions and will, inter alia, have\n                                                                ----- ----      \nthe right to use Sprint L.P. distribution channels under specified terms and\nconditions and agrees to sell certain Sprint L.P. products;\n\n     WHEREAS, Sprint shall provide Newco and the Company, as co-borrowers, with\nup to $25 million of Convertible Senior Debt financing on or after the Closing,\nwith such amount to \n\n \nincrease to up to $100 million over time (the 'Convertible Debt Financing'),\nsuch indebtedness to be evidenced by one or more Convertible Senior Promissory\nNote(s) (the 'Convertible Notes');\n\n     WHEREAS, the closing of the acqisition of the Convertible Preferred Stock\nand the other transactions referred to above other than the Offer shall take\nplace concurrently with the merger of Newco Sub into the Company (the 'Merger')\nand the conversion of each share of Common Stock into one share of Newco common\nstock, par value $.01 per share (the 'Newco Common Stock') pursuant to the\nMerger, in each case upon the terms and subject to the conditions set forth in\nthe Investment Agreement and\/or the Ancillary Agreements;\n\n     WHEREAS, Sprint and Sprint L.P. may desire, from time to time, to sell to\nthe public shares of Common Stock acquired in the Offer or pursuant to the\nMerger or which may be acquired upon exercise of the conversion rights\nassociated with the Convertible Preferred Stock and the Convertible Notes or\npursuant to the exercise of its rights under the Governance Agreement\n(individually a 'Convertible Security' and collectively the 'Convertible\nSecurities');\n\n     WHEREAS, Newco, Sprint and Sprint L.P. therefore deem it to be in their\nrespective best interests to set forth the rights of Sprint in connection with\npublic offerings and sales of Registrable Securities (as defined below and\nhereinafter all references to Sprint shall refer collectively to Sprint and\nSprint L.P. inasmuch as Sprint shall cause all decisions by Sprint to bind both\nof them);\n\n     NOW, THEREFORE, in consideration of the representations, warranties,\ncovenants and agreements contained in this Agreement and in the Ancillary\nAgreements, and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the Parties hereto hereby agree as\nfollows:\n\n\n                                  ARTICLE 1.\n\n                         DEFINITIONS AND CONSTRUCTION\n\n     Section 1.1    Certain Definitions.  As used in this Agreement, the\n                    -------------------                                 \nfollowing terms shall have the meanings specified below:\n\n     'Affiliate' of a Person means any Person that, directly or indirectly,\n      ---------                                                            \ncontrols, is controlled by, or under common control with such Person.\n\n     'Ancillary Agreement' shall have the meaning ascribed to that term in the\n      -------------------                                                     \nInvestment Agreement, and shall also include for purposes of this Agreement, the\nInvestment Agreement.\n\n     'Closing' shall have the meaning ascribed to that term in the Investment\n      -------                                                                \nAgreement.\n\n     'Closing Date' shall have the meaning ascribed to that term in the\n      ------------                                                     \nInvestment Agreement.\n\n                                       2\n\n \n     'Closing Price' per share of Registrable Securities on any date shall mean\n      -------------                                                            \nthe last sale price, regular way, or, in case no such sale takes place on such\nday, the average of the closing bid and asked prices, regular way, in either\ncase as reported in the principal consolidated transaction reporting system with\nrespect to securities listed or admitted to trading on the New York Stock\nExchange or, if the Registrable Securities are not listed or admitted to trading\non the New York Stock Exchange, as reported in the principal consolidated\ntransaction reporting system with respect to securities listed on the principal\nnational securities exchange on which the Registrable Securities are listed or\nadmitted to trading or, if the Registrable Securities are not listed or admitted\nto trading on any national securities exchange, if such shares of Registrable\nSecurities are not listed or admitted to trading on such exchange, as reported\non the Nasdaq National Market, or if not quoted on the Nasdaq National Market,\nthe last quoted sale price or, if not so quoted, the average of the high bid and\nlow asked prices in the over-the-counter market, as reported by Nasdaq or such\nother system then in use, or, if on any such date the Registrable Securities are\nnot quoted by any such organization, the average of the closing bid and asked\nprices as furnished by a professional market maker making a market in the\nRegistrable Securities selected by the Board of Directors. If the Registrable\nSecurities are not publicly held or so listed or publicly traded, 'Closing\nPrice' shall mean the Fair Market Value per share as determined in good faith by\nthe Board of Directors of Newco.\n\n     'Common Stock' shall mean (i) Common Stock as defined in the third Recital\n      ------------                                                             \nto this Agreement with respect to the time period prior to the Merger, (ii)\nNewco Common Stock as defined in the sixth Recital to this Agreement with\nrespect to the time period after the Merger, and (iii) any other class of common\nequity of Newco into which the shares defined in (i) and (ii) may hereafter have\nbeen changed or reclassified.\n\n     'Effective Date' shall have the meaning ascribed to that term in the\n      --------------                                                     \nintroductory paragraph of this Agreement.\n \n     'Exchange Act' means the Securities Exchange Act of 1934, as amended, and\n      ------------                                                            \nthe rules and regulations promulgated thereunder as in effect at the time.\n\n     'Governance Agreement' means the Governance Agreement, dated as of the\n      --------------------                                                 \nEffective Date, by and between Sprint, Sprint L.P., Newco and the Company.\n\n     'Holder' means Sprint, so long as it holds any Registrable Securities, and\n      ------                                                                   \nany Person owning Registrable Securities who is a permitted transferee or\nassignee of rights under Article 10 of this Agreement.\n\n     'Party' means any Person that is a signatory to this Agreement.\n      -----                                                         \n\n     'Person' means any natural person, corporation, partnership, limited\n      ------                                                             \nliability company, trust, unincorporated organization or other entity.\n\n                                       3\n\n \n     'Register' the terms 'register,' 'registered,' and 'registration' refer to\n      --------                                                                 \na registration effected by the preparation and filing of a Registration\nStatement in compliance with the Securities Act, and the declaration or ordering\nof effectiveness of such Registration Statement by the SEC.\n\n     'Registrable Securities' means at any time: (i) the Registration Common\n      ----------------------                                                \nShares then owned or held by the Holders, and (ii) the Registration Common\nShares then issuable upon conversion of any and all Convertible Securities then\nowned or held by the Holders, and, in each case, all shares of Common Stock\nissued as (or issuable upon the conversion or exercise of any warrant, right or\nother security which is issued as) a dividend, stock split or other distribution\nincluding as a result of any merger, consolidation or other reorganization\ninvolving Newco with respect to, in exchange for, or in replacement of such\nRegistration Common Shares then owned or held by such Holder or Holders or\nRegistration Common Shares then issuable upon conversion of any and all\nConvertible Securities then owned or held by the Holders, as the case may be,\nincluding as a result of any merger, consolidation or other reorganization\ninvolving Newco. The term 'Registrable Securities' excludes, however, any\nsecurity (i) the sale of which has been effectively registered under the\nSecurities Act and which has been disposed of in accordance with a Registration\nStatement, (ii) that has been sold by a Holder in a transaction exempt from the\nregistration and prospectus delivery requirements of the Securities Act under\nSection 4(l) thereof (including transactions pursuant to Rules 144 and 144A)\nsuch that the further disposition of such securities by the transferee or\nassignee is not restricted under the Securities Act, (iii) that has been sold by\na Holder in a transaction in which such Holder's rights under this Agreement are\nnot, or cannot be, assigned, or (iv) for which the registration rights provided\nunder this Agreement have expired pursuant to Article 13 of this Agreement.\n\n     'Registration Common Shares' shall mean all shares of Common Stock owned or\n      --------------------------                                                \nacquired by Sprint, Sprint L.P. or by any permitted assignee or transferee as of\nthe date hereof or any time subsequent thereto, including Common Stock acquired\nin the Tender Offer, by exercise of any top up or other rights to purchase\nCommon Stock under the Governance Agreement, or otherwise.\n\n     'Registration Expenses' means: (i) registration, qualification and filing\n      ---------------------                                                   \nfees; (ii) fees and expenses of compliance with securities or blue sky laws\n(including reasonable fees and disbursements of counsel in connection with blue\nsky qualifications or registration of any Registrable Securities being\nregistered under the Securities Act or any applicable state securities or blue\nsky laws); (iii) printing expenses; (iv) fees and disbursements of counsel for\nNewco and customary fees and expenses for independent certified public\naccountants retained by Newco (including the expenses of any comfort letters or\ncosts associated with the delivery by independent certified public accountants\nof comfort letters customarily requested by underwriters); and (v) fees and\nexpenses of listing any Registrable Securities on any securities exchange or\nautomated quotation system on which the Common Stock is then listed or quoted,\nbut in all events excluding the compensation of regular employees of Newco and\nexcluding underwriter's fees, discounts and commissions.\n\n     'Registration Statement' means any registration statement or similar\n      ----------------------                                             \ndocument under the Securities Act or any successor thereto that covers any of\nthe Registrable Securities pursuant to the provisions of this Agreement,\nincluding the prospectus or preliminary prospectus included therein, all\namendments and supplements to such Registration Statement, including post-\neffective \n\n                                       4\n\n \namendments, all exhibits to such Registration Statement and all material\nincorporated by reference in such Registration Statement.\n\n     'Rule 144' means Rule 144 promulgated under the Securities Act or any\n      --------                                                            \nsuccessor rule thereto.\n\n     'Rule 144A' mean Rule 144A promulgated under the Securities Act or any\n      ---------                                                            \nsuccessor rule thereto.\n\n     'SEC' means the Securities and Exchange Commission.\n      ---                                               \n\n     'Securities Act' means the Securities Act of 1933, as amended, and the\n      --------------                                                       \nrules and regulations promulgated thereunder as in effect at the time.\n\n     Section 1.2.   Construction.  The definitions in Section 1.1 shall apply\n                    ------------                                             \nequally to both the singular and plural forms of the terms defined.  Whenever\nthe context may require, any pronoun shall include the corresponding masculine,\nfeminine and neuter forms.  The words 'include,' 'includes,' and 'including'\nshall be deemed to be followed by the phrase 'without limitation.'  All\nreferences to Articles and Sections shall be deemed to be references to Articles\nand Sections of this Agreement unless the context otherwise requires.  The\nheadings of the Articles and Sections are inserted for convenience of reference\nonly and are not intended to be a part of or to affect the meaning or\ninterpretation of this Agreement.  Unless the context otherwise requires or\nprovides, any reference to any agreement or other instrument or statute or\nregulation is to such agreement, instrument, statute or regulation as amended\nand supplemented from time to time (and, in the case of a statute or regulation,\nto any successor provision).\n\n\n                                  ARTICLE 2.\n\n                              DEMAND REGISTRATION\n\n                                       5\n\n \n     Section 2.1   If Newco shall receive a written request from Sprint, or if\nSprint is not a Holder at such time, from Holders who in the aggregate hold a\nmajority of the Registrable Securities (in either case, collectively, the\n'Initiating Holders') that Newco file a Registration Statement under the\nSecurities Act covering the registration of any or all of such Holder's\nRegistrable Securities, then Newco shall (i) within 10 days of the receipt\nthereof, give written notice of such request to all Holders of outstanding\nRegistrable Securities known to Newco and to any additional addressees provided\nto Newco by any transferee of any Holder, and (ii) subject to the limitations\ncontained in this Article 2, as soon as practicable and in any event within 45\ndays of the receipt of such request, file the Registration Statement to effect\nregistration under the Securities Act covering all Registrable Securities for\nwhich Newco receives a request from the Holders and transferees thereof within\n30 days of the delivery of the notice by Newco as required in clause (i) above.\nNewco, however, shall not be required to file a Registration Statement pursuant\nto this Article 2 unless the aggregate number of Registrable Securities\nrequested to be registered is greater than 750,000 (as adjusted to reflect stock\nsplits, reverse stock splits, stock dividends and similar actions).\n\n     Section 2.2   If an Initiating Holder intends to distribute the Registrable\nSecurities covered by its request by means of an underwriting, it shall so\nadvise Newco as a part of its request made pursuant to Section 2.1 and Newco\nshall include such information in the written notice to the Holders referred to\nin Section 2.1. In such event, the right of any Holder to include its\nRegistrable Securities in such registration shall be conditioned upon such\nHolder's participation in the underwriting and the inclusion of such Holder's\nRegistrable Securities in the underwriting to the extent provided herein. All\nHolders proposing to sell Registrable Securities through such underwriting\n(together with Newco as provided in Section 4.1(ix) of this Agreement and any\nother holder of shares of Common Stock permitted to participate in such\nregistration pursuant to this Section 2.2) shall enter into an underwriting\nagreement in customary form with the underwriter or underwriters selected for\nsuch underwriting by the Initiating Holder(s) (provided the same are\nunderwriters of recognized national standing, and provided that such selection\nis subject to the approval of Newco, which shall not be unreasonably withheld)\nupon the terms and conditions agreed upon among Newco, the Initiating Holder(s)\nand such underwriter(s). Notwithstanding any other provision of this Article 2,\nif the underwriter(s) advise the Initiating Holder(s) and Newco in writing that\nmarketing or other factors require a limitation of the number of Registrable\nSecurities to be underwritten, then Newco shall so advise all Holders of\nRegistrable Securities that would otherwise be underwritten pursuant hereto, and\nthe number of Registrable Securities that may be included in the underwriting\nshall be allocated among all Holders thereof, including the Initiating\nHolder(s), in proportion (as nearly as practicable) to the number of Registrable\nSecurities which each Holder requested to be included in such registration;\nprovided, that there shall be no reduction in the number of shares included in\nthe registration by Sprint or its successor until all shares of Holders other\nthan Sprint or its successor have been excluded from such registration. If the\nnumber of Registrable Securities to be underwritten has not been so limited,\nNewco may include shares of Common Stock for its own account (or for the account\nof other shareholders) in such registration if the underwriter(s) so agree and\nto the extent that, in the opinion of such underwriter(s), the inclusion of such\nadditional shares will not adversely affect the offering and successful\nmarketing of the Registrable Securities included in such registration and if the\nnumber of Registrable Securities that would otherwise have been included in such\nregistration and underwriting will not thereby be limited.\n\n                                       6\n\n \n     Section 2.3   Newco shall not be obligated to effect a total of more than\nfour (4) registrations and shall not be obligated to cause any registration\npursuant to this Article 2 to be declared effective unless at least nine months\nhave elapsed since the prior Registration Statement filed pursuant to Article II\nceased to be effective.\n\n\n                                  ARTICLE 3.\n\n                            INCIDENTAL REGISTRATION\n\n                                       7\n\n \n    If at any time (but without any obligation to do so) Newco proposes to\nregister (including a registration effected by Newco for shareholders other than\nthe Holders) any shares of Common Stock under the Securities Act in connection\nwith the public offering of such shares solely for cash on any form of\nRegistration Statement in which the inclusion of Registrable Securities is\nappropriate (other than a registration (i) relating solely to the sale of\nsecurities to participants in a Company stock or stock option plan, (ii)\npursuant to a Registration Statement on Form S-4 or Form S-8 (or any successor\nforms) or any form that does not include substantially the same information,\nother than information relating to the selling shareholders or their plan of\ndistribution, as would be required to be included in a Registration Statement\ncovering the sale of Registrable Securities, (iii) in connection with any\ndividend reinvestment or similar plan, or (iv) for the sole purpose of offering\nsecurities to another entity or its security holders in connection with the\nacquisition of assets or securities of such entity or any similar business\ncombinations transaction), Newco shall promptly give each Holder written notice\nof such registration at least 10 days before the anticipated filing date of any\nsuch Registration Statement. Such notice shall describe fully the proposed\nmethod of distribution of the securities being registered. If the registration\nof which Newco gives notice is for a registered public offering involving an\nunderwriting, Newco shall so advise each of the Holders as a part of the written\nnotice given pursuant to this Article. Upon the written request of any Holder\ngiven within 10 days after the delivery of such notice by Newco, Newco shall\ncause to be registered under the Securities Act all of the Registrable\nSecurities that such Holder has so requested to be registered. Newco may decline\nto file a Registration Statement after giving notice to the Holders, or withdraw\na Registration Statement after filing and after such notice, but prior to the\neffectiveness thereof, provided that Newco shall promptly notify each Holder of\nRegistrable Securities in writing of any such action and provided further that\nNewco shall bear all out-of-pocket expenses incurred by each Holder or otherwise\nin connection with such declined or withdrawn Registration Statement. Further,\nany such declining or withdrawal shall be without prejudice to the rights (if\nany) of the Holders immediately to request that such registration be effected as\na registration under Article 2. The right of any Holder to have Registrable\nSecurities included in such Registration Statement shall be conditioned upon\nparticipation in any underwriting to the extent provided herein. Newco shall not\nbe required to include any Registrable Securities in such underwriting unless\nthe Holders thereof agree to enter into an underwriting agreement in customary\nform, and upon terms and conditions agreed upon among such Holders, Newco and\nthe underwriter(s), with the underwriter(s) selected by Newco. In the event that\nthe underwriter(s) shall advise Newco that marketing or other factors require a\nlimitation of the number of shares to be underwritten, then Newco shall so\nadvise all Holders of Registrable Securities that would otherwise be\nunderwritten pursuant hereto. The underwriter(s) may exclude some or all of the\nRegistrable Securities from such underwriting and the number of Registrable\nSecurities, if any, that may be included in the underwriting shall be allocated\namong all Holders thereof in proportion (as nearly as practicable) to the number\nof Registrable Securities which each Holder requested be included in such\nregistration. Nothing in this Article 3 is intended to diminish the number of\nshares to be sold by Newco in such underwriting. Newco and the underwriter(s)\nselected by Newco shall make all determinations with respect to the timing,\npricing and other matters related to the offering, provided that no Holder shall\nbe obligated to sell any Registrable Securities in such offering and may be\nwithdrawn at any time for any reason, including a disagreement with respect to\nthe timing, pricing and other matters related to the offering.\n\n                                       8\n\n \n                                  ARTICLE 4.\n\n                            REGISTRATION PROCEDURE\n\n     Section 4.1   Whenever required under this Agreement to effect the\nregistration of any Registrable Securities, Newco shall, as expeditiously as\nreasonably practicable:\n\n          (i)   Prepare and file with the SEC as soon as practicable a new\n     Registration Statement with respect to such Registrable Securities and use\n     its reasonable best efforts to cause such Registration Statement to become\n     effective as promptly as practicable, and keep such Registration Statement\n     continuously effective for up to 120 days; provided, however, that no\n     Registration Statement need remain in effect after all Registrable\n     Securities covered thereby have been sold and the confirmation of sale and\n     prospectus delivery requirements of the Securities Act and applicable state\n     securities or blue sky laws have been effected.\n\n          (ii)  Furnish to each Holder and to any underwriter, before filing\n     with the SEC, copies of any Registration Statement (including all exhibits)\n     and any prospectus forming a part thereof and any amendments and\n     supplements thereto (including all documents incorporated or deemed\n     incorporated by reference therein prior to the effectiveness of such\n     Registration Statement and including each preliminary prospectus, any\n     summary prospectus or any term sheet (as such term is used in Rule 434\n     under the Securities Act)) and any other prospectus filed under Rule 424\n     under the Securities Act, which documents, other than documents\n     incorporated or deemed incorporated by reference, will be subject to the\n     review of the Holders and any such underwriter for a period of at least two\n     business days. Newco shall not file any such Registration Statement or such\n     prospectus or any amendment or supplement to such Registration Statement or\n     prospectus to which any Holder or any such underwriter shall reasonably\n     object within two business days after the receipt thereof. A Holder or such\n     underwriters, if any, may only object to such filing if the Registration\n     Statement, amendment, prospectus or supplement, as applicable, as proposed\n     to be filed, contains a material misstatement or omission.\n\n          (iii) Prepare and file with the SEC such amendments and supplements to\n     such Registration Statement and the prospectus used in connection with such\n     Registration Statement as may be necessary to comply with the provisions of\n     the Securities Act with respect to the disposition of all securities\n     covered by such Registration Statement.\n\n          (iv)  Furnish to the Holders of Registrable Securities to be\n     registered and to any underwriter, without charge, such number of copies of\n     a prospectus, including each preliminary prospectus, summary prospectus or\n     term sheet, and any amendment or supplement thereto as they may, from time\n     to time, reasonably request and a reasonable number of copies of the then-\n     effective Registration Statement and any post-effective amendment thereto,\n     including financial statements and schedules, all documents incorporated\n     therein by reference and all exhibits (including those incorporated by\n     reference).\n\n                                       9\n\n \n          (v)    To the extent practicable, promptly prior to the filing of any\n     document that is to be incorporated by reference into any Registration\n     Statement or prospectus forming a part thereof subsequent to the\n     effectiveness thereof, and in any event no later than the date such\n     document is filed with the SEC, provide copies of such document to the\n     Holders of Registrable Securities covered thereby and any underwriter and\n     make representatives of Newco available for discussion of such document and\n     other customary due diligence matters, and include in such document prior\n     to the filing thereof such information as any Holder or any such\n     underwriter may reasonably request.\n\n          (vi)   Use its reasonable best efforts (x) to register and qualify the\n     securities covered by such Registration Statement under such other\n     securities or blue sky laws of such jurisdictions as shall be reasonably\n     requested by the Holders, (y) to keep such registration or qualification in\n     effect for so long as the applicable Registration Statement remains in\n     effect, and (z) to take any other action which may be reasonably necessary\n     or advisable to enable such Holders to consummate the disposition in such\n     jurisdictions of the securities to be sold by such Holders; provided,\n     however, that Newco shall not be required to qualify to do business or to\n     file a general consent to service of process in any such states or\n     jurisdictions where it would not otherwise be required to so qualify to do\n     business or consent to service of process or subject itself to taxation in\n     any such jurisdiction.\n\n          (vii)  Use its reasonable best efforts to cause all Registrable\n     Securities covered by such Registration Statement to be registered with or\n     approved by such other federal or state governmental agencies or\n     authorities as may be necessary in the opinion of counsel to Newco and\n     counsel to the Holders of Registrable Securities to enable the Holders\n     thereof to consummate the disposition of such Registrable Securities.\n\n          (viii) Cooperate with the Holders of Registrable Securities and each\n     underwriter participating in the disposition of such Registrable Securities\n     and their respective counsel in connection with any filings required to be\n     made with the National Association of Securities Dealers, Inc.\n\n          (ix)   In the event of any underwritten public offering, enter into\n     and perform its obligations under an underwriting agreement, in usual and\n     customary form, with the underwriter(s) of such offering, with such terms\n     and conditions as Newco, the Holders and the underwriter(s) may reasonably\n     agree, including customary indemnification and contribution obligations of\n     the type contemplated by Article 8 hereof. Newco agrees to cause the\n     participation by senior management of Newco in such meetings with and\n     presentations (including the provision of all customary information in\n     connection therewith) to investors, analysts, investment banking firms and\n     other institutions as are usual and customary in connection with the public\n     offering of registered securities by companies similar to Newco. Each\n     Holder participating in such underwriting shall also enter into and perform\n     its obligations under such an agreement; provided, that no Holder shall be\n     required to make any\n                                       10\n\n \n     representation concerning information in a Registration Statement that is\n     more broad than the information for which such Holder has agreed to provide\n     indemnity under Section 8.2.\n\n          (x)   Promptly notify each Holder of Registrable Securities covered by\n     a Registration Statement (A) upon discovery that, or upon the happening of\n     any event as a result of which, the prospectus forming a part of such\n     Registration Statement, as then in effect, includes an untrue statement of\n     a material fact or omits to state any material fact required to be stated\n     therein or necessary to make the statements therein, in light of the\n     circumstances under which they were made, not misleading, (B) of the\n     issuance by the SEC of any stop order suspending the effectiveness of such\n     Registration Statement or the initiation of proceedings for that purpose,\n     (C) of any request by the SEC for (1) amendments to such Registration\n     Statement or any document incorporated or deemed to be incorporated by\n     reference in any such Registration Statement, (2) supplements to the\n     prospectus forming a part of such Registration Statement or (3) additional\n     information, or (D) of the receipt by Newco of any notification with\n     respect to the suspension of the qualification or exemption from\n     qualification of any of the Registrable Securities for sale in any\n     jurisdiction or the initiation of any proceeding for such purpose, and at\n     the request of any such Holder promptly prepare, file with the SEC and\n     other required agency, and furnish to it a reasonable number of copies of a\n     supplement to or an amendment of such prospectus as may be necessary or\n     take other action so that, as applicable, (a) as thereafter delivered to\n     the purchasers of such securities, such prospectus shall not include an\n     untrue statement of a material fact or omit to state a material fact\n     required to be stated therein or necessary to make the statements therein,\n     in the light of the circumstances under which they were made, not\n     misleading, (b) such stop order is lifted at the earliest possible time, or\n     the proceedings that might otherwise lead to a stop order are terminated at\n     the earliest practicable time, (c) such request by the SEC is satisfied, or\n     (d) such suspension is lifted at the earliest possible time.\n\n          (xi)  Use its reasonable best efforts to obtain the withdrawal of any\n     order suspending the effectiveness of any such registration, or the lifting\n     of any suspension of the qualification (or exemption from qualification) of\n     any of the Registrable Securities for sale in any jurisdiction.\n\n          (xii) If requested by any Initiating Holder, or any underwriter,\n     promptly incorporate in such Registration Statement or prospectus, pursuant\n     to a supplement or post-effective amendment if necessary, such information\n     as the Initiating Holder and any underwriter may reasonably request to have\n     included therein, including information relating to the 'plan of\n     distribution' of the Registrable Securities, information with respect to\n     the principal amount or number of shares of Registrable Securities being\n     sold to such underwriter, the purchase price being paid therefor and any\n     other terms of the offering of the Registrable Securities to be sold in\n     such offering and make all required filings of any such prospectus\n     supplement or post-effective amendment as soon as practicable after Newco\n     is notified of the matters to be incorporated in such prospectus supplement\n     or post-effective amendment.\n\n                                       11\n\n \n          (xiii)  Otherwise use its reasonable best efforts to comply with all\n     applicable rules and regulations of the SEC, and make available to its\n     security holders, as soon as reasonably practicable, an earnings statement\n     covering the period of at least 12 months, but not more than 18 months,\n     beginning after the effective date of such Registration Statement, which\n     earnings statement shall satisfy the provision of Section 11(a) of the\n     Securities Act and Rule 158 promulgated thereunder.\n\n          (xiv)   Provide promptly to the Holders upon request any document\n     filed by Newco with the SEC pursuant to the requirements of Section 13 and\n     Section 15 of the Exchange Act.\n\n          (xv)    Cause all Registrable Securities covered by the Registration\n     Statement to be listed on each securities exchange or automated quotation\n     system on which shares of the Common Stock is then listed.  If any of such\n     shares are not so listed, Newco shall cause such shares to be listed on the\n     securities exchange or automated quotation system as may be reasonably\n     requested by the Holders of a majority of the Registrable Securities being\n     registered.\n\n          (xvi)   Furnish to the Holders, at the request of any Holder\n     requesting registration pursuant to this Agreement, (A) an opinion of\n     counsel representing Newco for the purposes of such registration addressed\n     to such Holder and dated the date of the closing under the underwriting\n     agreement, if any, or the date of effectiveness of the Registration\n     Statement if such registration is not an underwritten offering, and (B) if\n     such accountant will render such letter to such Holders, a 'comfort' letter\n     from independent certified public accountants of Newco who have certified\n     Newco's financial statements included in such registration with respect to\n     events included in and subsequent to the date of such financial statements,\n     in each case to be dated such date and to be in form and substance as is\n     customarily given by counsel or independent certified public accountants,\n     as the case may be, to underwriters in an underwritten public offering,\n     addressed to the underwriters.\n\n          (xvii)  Permit a representative of any Holder of Registrable\n     Securities, any underwriter participating in any disposition pursuant to\n     such registration, and any attorney or accountant retained by such Holder\n     or underwriter, to participate, at each Person's own expense, in the\n     preparation of the Registration Statement, and cause Newco's officers,\n     directors and employees to supply all information reasonably requested by\n     any such representative, underwriter, attorney or accountant in connection\n     with such registration; provided, however, that such representatives,\n     underwriters, attorneys or accountants enter into a confidentiality\n     agreement, in form and substance reasonably satisfactory to Newco, prior to\n     the release or disclosure of any such information.\n\n          (xviii) Promptly notify the Holders and any underwriter when any\n     Registration Statement filed pursuant to this Agreement is declared\n     effective.\n\nNotwithstanding the foregoing, Newco may delay, suspend or withdraw any\nregistration or qualification of Registrable Securities required pursuant to\nthis Agreement for a period not exceeding \n\n                                       12\n\n \n120 days if Newco shall in good faith determine that any such registration would\nadversely affect an offering or contemplated offering of any securities of Newco\nor any other contemplated material corporate event (including requiring the\npremature disclosure of such event); provided that (i) there shall be no more\nthan three such discontinuances during any two-year period, and (ii) if Newco\nimposes such a suspension or a postponement pursuant to this Article 4 following\nthe printing and distribution of a preliminary prospectus in any underwritten\npublic offering of Registrable Securities (except such suspension, not to exceed\nfifteen days, which results from an event that is not within the reasonable\ncontrol of Newco), then Newco shall reimburse the Holder for such printing\nexpenses and all other Registration Expenses incurred in connection therewith by\nthe Holder.\n\n\n                                  ARTICLE 5.\n\n                  HOLDER'S OBLIGATION TO FURNISH INFORMATION\n\n     It shall be a condition precedent to the obligations of Newco to take any\naction pursuant to this Agreement with respect to any Registrable Securities\nthat the Holder of such securities furnish to Newco such information regarding\nitself, the Registrable Securities held by it, and the intended method of\ndisposition of such securities as shall be required to effect the registration\nof such Holder's Registrable Securities.\n\n     Each Holder agrees that, upon receipt of any notice from Newco, such Holder\nwill forthwith discontinue disposition of Registrable Securities pursuant to the\nthen current prospectus until (i) such Holder is advised in writing by Newco\nthat a new Registration Statement covering the reoffer of Registrable Securities\nhas become effective under the Securities Act, (ii) such Holder receives copies\nof a supplemented or amended prospectus contemplated by Article 4 which\naddresses any additional information, including material nonpublic information,\nrequired to be disclosed therein, or until such Holder is advised in writing by\nNewco that the use of the prospectus may be resumed, or (iii) a period of 75\ndays has elapsed, whichever is sooner.  Newco shall use its reasonable best\nefforts to limit the duration of any discontinuance of disposition of\nRegistrable Securities pursuant to this paragraph.\n\n                                       13\n\n \n                                  ARTICLE 6.\n\n                             REGISTRATION EXPENSES\n\n     In the case of any demand registration pursuant to Article 2, Newco shall\npay all Registration Expenses.  In the case of any incidental registration\npursuant to Article 3, the requesting Holders shall bear the pro rata share of\nunderwriter's fees, discounts and commissions incurred in such registration and\nany incremental Registration Expenses, in each case, including (i) incremental\nregistration and qualification fees and expenses, and (ii) any incremental costs\nand disbursements (including legal fees and expenses) that result from the\ninclusion of the Registrable Securities included in such registration, with such\nincremental expenses being borne by the requesting Holders on a pro rata basis.\nNotwithstanding the foregoing, if, as a result of the withdrawal of a request\nfor registration pursuant to Article 2 by any of the Holders, as applicable, the\nRegistration Statement does not become effective, the Holders and the other\nstockholders requesting registration may elect to bear the Registration Expenses\n(pro rata on the basis of the number of their shares included in the\nregistration request, or on such other basis as such Holders and other\nstockholders may agree), in which case such registration shall not be counted as\na registration requested under Section 2.3.\n\n\n                                  ARTICLE 7.\n\n                         EFFECTIVENESS OF REGISTRATION\n\n     A registration requested pursuant to Article 2 will not be deemed to have\nbeen effected if (i) the Registration Statement has not been kept effective for\nthe period required under Section 4.1(i) of this Agreement, (ii) the offering of\nRegistrable Securities pursuant to such registration is interfered with by any\nstop order, injunction or other order or requirement of the SEC or other\ngovernmental agency or court, (iii) the conditions to the closing of any such\nregistration that is underwritten are not satisfied, unless such conditions have\nnot been satisfied by the Holders participating in the underwriting, or (iv)\nNewco has not complied with the terms of this Agreement, including Article 4.\n\n\n                                  ARTICLE 8.\n\n                       INDEMNIFICATION AND CONTRIBUTION\n\n                                       14\n\n \n     Section 8.1   In the event any Registrable Securities are included in a\nRegistration Statement pursuant to this Agreement, Newco will indemnify and hold\nharmless each Holder, each Person, if any, who 'controls' such Holder (within\nthe meaning of the Securities Act or the Exchange Act) and their respective\ndirectors, officers, employees and agents against all losses, claims, damages,\nor liabilities, joint or several, or actions in respect thereof to which such\nHolder or other Person entitled to indemnification hereunder may become subject\nunder the Securities Act, the Exchange Act, state securities or blue sky law,\ncommon law or otherwise, insofar as such losses, claims, damages, liabilities or\nactions in respect thereof arise out of, or are based upon, any untrue statement\nor alleged untrue statement of any material fact contained in such Registration\nStatement, any related preliminary prospectus, or any related prospectus or any\namendment or supplement thereto, offering circular or other document (including\nany related notification or the like) incident to any such registration,\nqualification or compliance, or arise out of, or are based upon, any omission or\nalleged omission to state therein a material fact required to be stated therein\nor necessary to make the statements therein not misleading, or any violation by\nNewco of the Securities Act, the Exchange Act, state securities or blue sky law,\ncommon law or otherwise and relating to action or inaction required of Newco in\nconnection with any such registration, qualification or compliance, and Newco\nwill reimburse each such Holder or other Person entitled to indemnification\nhereunder for any legal or other expenses reasonably incurred by it in\nconnection with investigating or defending any such loss, claim, damage,\nliability or action; provided, however, that Newco will not be so liable to the\nextent that any such loss, claim, damage, liability or action arises out of, or\nis based upon, an untrue statement or alleged untrue statement of a material\nfact or an omission or alleged omission to state a material fact in such\nRegistration Statement, such preliminary prospectus, or such prospectus, or any\nsuch amendment or supplement thereto, offering circular or other document\n(including any related notification or the like) incident to any registration,\nqualification or compliance,  in reliance upon, and in conformity with, written\ninformation furnished to Newco by the Holder specifically for use therein.\nNewco will also indemnify underwriters and dealer managers participating in the\ndistribution, each Person who 'controls' such Persons (within the meaning of the\nSecurities Act or the Exchange Act), and their respective officers, directors,\nemployees and agents to the same extent as provided above with respect to the\nindemnification of the Holders, if so requested, except (i) with respect to\ninformation furnished in writing specifically for use in any prospectus or\nRegistration Statement by any selling Holders or any such underwriters, or (ii)\nto the extent that any such loss, claim, damage, liability or action is solely\nattributable to such underwriter's failure to deliver a final prospectus (or\namendment or supplement thereto) that corrects a material misstatement or\nomission contained in the preliminary prospectus (or final prospectus).\n\n                                       15\n\n \n     Section 8.2   With respect to written information furnished to Newco by a\nHolder specifically for use in a Registration Statement, any related preliminary\nprospectus, or any related prospectus or any supplement or amendment thereto,\noffering circular or other document (including any related notification or the\nlike) incident to any registration, qualification or compliance, if Registrable\nSecurities held by it are included in the securities as to which such\nregistration, qualification or compliance is being effected, such Holder will\nseverally indemnify and hold harmless Newco and its directors, officers,\nemployees, agents and each Person, if any, who 'controls' Newco (within the\nmeaning of the Securities Act or the Exchange Act) and any other Holder against\nany losses, claims, damages or liabilities, joint or several, or actions in\nrespect thereof, to which Newco or such other Person entitled to indemnification\nhereunder may become subject under the Securities Act, the Exchange Act, state\nsecurities or blue sky laws, common law or otherwise, insofar as such losses,\nclaims, damages, liabilities or actions in respect thereof arise out of, or are\nbased upon, any untrue statement or alleged untrue statement of any material\nfact contained in such Registration Statement, such preliminary prospectus, or\nsuch prospectus, or any such amendment or supplement thereto, offering circular\nor other document (including any related notification or the like) incident to\nany registration, qualification or compliance, or arise out of, or are based\nupon, the omission or alleged omission to state therein a material fact required\nto be stated therein or necessary to make the statements therein not misleading;\nand such Holder will reimburse Newco and such other Persons for any legal or\nother expenses reasonably incurred by them in connection with investigating or\ndefending any such loss, claim, damage, liability or action, in each case to the\nextent, but only to the extent, that the same arises out of, or is based upon,\nan untrue statement or alleged untrue statement of material fact or an omission\nor alleged omission to state a material fact in such Registration Statement,\nsuch preliminary prospectus, or such prospectus or any such amendment or\nsupplement thereto in reliance upon, and in conformity with, such written\ninformation; provided, however, that the obligations of each of the Holders\nhereunder shall be limited to an amount equal to the net proceeds to such Holder\nof Registrable Securities sold as contemplated herein.  Newco shall be entitled\nto receive indemnities from underwriters, selling brokers, dealer managers and\nsimilar securities industry professionals participating in the distribution, to\nthe same extent as provided above with respect to the information so furnished\nin writing by such Persons specifically for inclusion in any prospectus or\nRegistration Statement.  The Holder will also indemnify underwriters and dealer\nmanagers participating in the distribution and each Person who 'controls' such\nPersons (within the meaning of the Securities Act or the Exchange Act), their\nofficers, directors, employees and agents to the same extent as provided herein\nwith respect to the indemnification of Newco, if so requested.\n\n     Section 8.3   Promptly after receipt by an indemnified Party of notice of\nany claim or the commencement of any action, the indemnified Party will, if a\nclaim in respect thereof is to be made against the indemnifying Party, notify\nthe indemnifying Party in writing of the claim or the commencement of that\naction; provided, however, that the failure to notify the indemnifying Party\nwill not relieve it from any liability that it may have to the indemnified Party\nexcept to the extent it was actually damaged or suffered any loss or incurred\nany additional expense as a result thereof. If any such claim or action is\nbrought against an indemnified Party, and it notifies the indemnifying Party\nthereof, the indemnifying Party will be entitled to assume the defense thereof\nwith counsel selected by the indemnifying Party and reasonably satisfactory to\nthe indemnified Party. After notice from the indemnifying Party to the\nindemnified Party of its election to assume the defense of such claim or \n\n                                       16\n\n \naction, (i) the indemnifying Party will not be liable to the indemnified Party\nfor any legal or other expense subsequently incurred by the indemnified Party in\nconnection with the defense thereof, (ii) the indemnifying Party will not be\nliable for the costs and expenses of any settlement of such claim or action\nunless such settlement was effected with the written consent of the indemnifying\nParty or the indemnified Party waived any rights to indemnification hereunder in\nwriting, in which case the indemnified Party may effect a settlement without\nsuch consent, and (iii) the indemnified Party will be obligated to cooperate\nwith the indemnifying Party in the investigation of such claim or action;\nprovided, however, that the indemnified Party who may be subject to liability\narising out of any claim in respect of which indemnity may be sought by such\nindemnified Party against Newco may employ its own counsel if such indemnified\nParty has been advised by counsel in writing that, in the reasonable judgment of\nsuch counsel, it is advisable for such indemnified Party to be represented by\nseparate counsel due to the presence of actual or potential conflicts of\ninterest, and in that event the fees and expenses of such separate counsel will\nalso be paid by Newco; provided that Newco shall not be liable for the\nreasonable fees and expenses of more than one separate counsel at any time for\nall such indemnified parties. An indemnifying Party shall not, without the prior\nwritten consent of the indemnified parties, settle, compromise or consent to the\nentry of any judgment with respect to any pending or threatened claim, action,\nsuit or proceeding in respect of which indemnification or contribution may be\nsought hereunder (whether or not the indemnified parties are actual or potential\nparties to such claim or action) unless such settlement, compromise or consent\nincludes a release of such indemnified Party reasonably acceptable to such\nindemnified Party from all liability arising out of such claim, action, suit or\nproceeding and unless the indemnifying Party shall confirm in a written\nagreement reasonably acceptable to such indemnified Party, that notwithstanding\nany federal, state or common law, such settlement, compromise or consent shall\nnot adversely affect the right of any indemnified Party to indemnification or\ncontribution as provided in this Agreement.\n\n     Section 8.4    If for any reason the indemnification provided for in\nSections 8.1 or 8.2 is unavailable to an indemnified Party or is insufficient to\nhold such indemnified Party harmless as contemplated therein, then the\nindemnifying Party shall contribute to the amount paid or payable by the\nindemnified Party as a result of such loss, claim , damage or liability in such\nproportion as is appropriate to reflect not only the relative benefits received\nby the indemnifying Party and the indemnified Party, but also the relative fault\nof the indemnifying Party and the indemnified Party, as well as any other\nrelevant equitable considerations. The relative fault of the indemnifying Party\nand of the indemnified Party shall be determined by reference to, among other\nthings, whether the untrue (or alleged untrue) statement of a material fact or\nthe omission (or alleged omission) to state a material fact relates to\ninformation supplied by the indemnifying Party or by the indemnified Party and\nthe parties' relative intent, knowledge, access to information and opportunity\nto correct or prevent such statement or omission; provided, however, that the\nobligations of each of the Holders hereunder shall be limited to an amount equal\nto the net proceeds to such Holder of Registrable Securities sold as\ncontemplated herein. No Person guilty of fraudulent misrepresentation (within\nthe meaning of Section 11(f) of the Securities Act) shall be entitled to\ncontribution from any Person who was not guilty of such fraudulent\nmisrepresentation.\n\n                                       17\n\n \n     Section 8.5   The obligations under this Article 8 shall survive the\ncompletion of any offering of Registrable Securities in a Registration Statement\npursuant to this Agreement, and otherwise.\n\n     Section 8.6   Notwithstanding the foregoing provisions of this Article 8,\nto the extent that the provisions regarding indemnification and contribution\ncontained in the underwriting agreement entered into in connection with any\nunderwritten public offering contemplated by this Agreement are in conflict with\nthe foregoing provisions, the provisions in such underwriting agreement shall be\ncontrolling, provided that each Holder, each Person, if any, who controls such\nHolder (within the meaning of the Securities Act or the Exchange Act) and their\nrespective directors, officers, employees and agents receive protection at least\nas extensively and are subject to obligations that are no more extensive, than\nthose set forth in this Article 8.\n\n\n                                  ARTICLE 9.\n\n                          REPORTS UNDER EXCHANGE ACT\n\n     With a view to making available to the Holders the benefits of Rule 144 and\nany other rule or regulation of the SEC that may at any time permit a Holder to\nsell securities of Newco to the public without registration, Newco agrees that\nso long as Newco is subject to the reporting requirements of the Exchange Act,\nto:\n\n          (1)  Make and keep public information available, as those terms are\n     understood and defined in Rule 144;\n\n          (2)  File with the SEC in a timely manner all reports and other\n     documents required of Newco under the Securities Act and the Exchange Act;\n     and\n\n          (3)  Furnish to any Holder, so long as the Holder owns any Registrable\n     Securities, upon request (a) a written statement by Newco as to its\n     compliance with the reporting requirements of Rule 144, the Securities Act\n     and the Exchange Act, (b) a copy of the most recent annual or quarterly\n     report of Newco and such other reports and documents so filed by Newco, and\n     (c) such other information as may be reasonably requested in availing any\n     Holder of any rule or regulation of the SEC which permits the selling of\n     any such securities without registration or pursuant to such form.\n\n\n                                  ARTICLE 10.\n\n                                       18\n\n \n                       ASSIGNMENT OF REGISTRATION RIGHTS\n\n     The Holders' rights pursuant to this Agreement may not be assigned or\ntransferred by any Holder without the consent of Newco; provided, however, that\nany transfer or assignment of the Common Stock or the Convertible Securities\npermitted pursuant to the Governance Agreement, including any assignment or\ntransfer to an Affiliate of Sprint or any transfer pursuant to any merger or\nsale of substantially all of the assets of Sprint or such Affiliates shall also\ncause a permitted transfer or assignment of the rights under this Agreement and,\nprovided, further, that assignment or transfer may be made by (i) Sprint to any\nof its Affiliates, (ii) any Affiliate of Sprint to any other Affiliate of\nSprint, or (iii) pursuant to any merger or sale of substantially all of the\nassets of Sprint or such Affiliates (or any transaction having such effect)\nwithout the consent of Newco.  Such an assignment or transfer shall be in\naccordance with all applicable securities laws.\n\n\n                                  ARTICLE 11.\n\n                       AMENDMENT OF REGISTRATION RIGHTS\n\n     Any provision of this Agreement may be amended or the observance thereof\nmay be waived (either generally or in a particular instance and either\nretroactively or prospectively), only with the written consent of Newco and the\nHolders of a majority of Registrable Securities then outstanding. Any amendment\nor waiver effected in accordance with this Section shall be binding upon each\nHolder of any Registrable Securities, each future Holder of such Registrable\nSecurities and Newco.\n\n\n                                  ARTICLE 12.\n\n                              STAND-OFF AGREEMENT\n\n     Any Holder, if requested by Newco or an underwriter of an underwritten\npublic offering, agrees not to sell, make any short sale of, loan, grant any\noption for the purchase of, or otherwise transfer or dispose of any Common Stock\nheld by such Holder (other than Registrable Securities included in the\nregistration) without the prior written consent of Newco or such underwriter(s),\nas the case may be, during a period of up to five days prior to the pricing of\nsuch public offering and 90 days following the effective date of any\nunderwritten registration of Newco's securities effected pursuant to Articles 2\nor 3. Such agreement shall be in writing in form satisfactory to Newco and such\nunderwriter, and may be included in the underwriting agreement. Newco may impose\nstop-transfer instructions with respect to the securities subject to the\nforegoing restriction until the end of the required stand-off period.\n\n\n                                  ARTICLE 13.\n\n                                       19\n\n \n                      TERMINATION OF REGISTRATION RIGHTS\n\n     If the number of shares of Registrable Securities owned by a Holder\nrepresents less than one percent (1%) of the total number of shares of Common\nStock then outstanding, then such Holder's registration rights under this\nAgreement relating to such Registrable Securities shall terminate on the date\nsuch Holder is able to dispose of all of its shares of Registrable Securities in\nany 90-day period pursuant to Rule 144. All registration rights (except for\nrights previously exercised in connection with an underwritten public offering\npursuant to Article 3) of a Holder under this Agreement shall terminate on the\ndate on which all of such Holder's shares of Registrable Securities can be sold\npursuant to Rule 144(k).\n\n\n                                  ARTICLE 14.\n\n                                COMPANY OPTION\n\n     Notwithstanding any provision to the contrary, Newco shall be granted an\noption to purchase the number of shares of Registrable Securities set forth in a\nHolder's written request that such Registrable Securities shall be Registered\npursuant to Article 2 or Article 3, which must be exercised by delivering\nwritten notice of exercise to Sprint within ten business days after receipt of\nsuch notice. The exercise price per share under such option shall be the average\nClosing Price for a period of 20 trading days immediately preceding the date of\nsuch written request for Registration.  The aggregate purchase price shall be\npaid to Holders, based on the number of Registrable Shares proposed to be sold\nas set forth in such notice, and shall be payable in cash by wire transfer of\nimmediately available funds to the accounts specified in wire transfer\ninstructions supplied by a duly authorized officer of a Holder with respect to\npayments due such Holder.\n\n\n                                  ARTICLE 15.\n\n                              EXERCISE OF RIGHTS\n\n     Notwithstanding any other provision of this Agreement to the contrary, the\nHolders may not exercise rights to Register Registrable Securities hereunder\nuntil 27 months have elapsed after the Closing Date.  Notwithstanding anything\nherein to the contrary, during such 27 month period, Newco will not be obligated\nto provide to the Holders notice of a registration as otherwise required under\nArticle 3.\n\n\n                                  ARTICLE 16.\n\n                                       20\n\n \n                                 MISCELLANEOUS\n\n     Section 16.1   Confidential Information.  No Holder may use any \n                    ------------------------      \nconfidential information received by it pursuant to this Agreement in violation\nof the Exchange Act or reproduce, disclose, or disseminate such information to\nany other Person (other than its employees or agents having a need to know the\ncontents of such information and its accountants and attorneys), except to the\nextent reasonably related to the exercise of rights under this Agreement, unless\n(i) such information has been made available to the public generally (other than\nby such recipient in violation of this Section 16.1), or (ii) such recipient is\nrequired to disclose such information by a governmental body, regulatory agency\nor subpoena or by law in connection with a transaction that is not otherwise\nprohibited hereby and, to the extent possible, Newco is given a reasonable\nopportunity to obtain injunctive relief or a protective order to maintain the\nconfidentiality of such information.\n\n     Section 16.2   Notices.  Unless otherwise provided herein, any notice,\n                    -------                                                \nrequest, waiver, instruction, consent or document or other communication\nrequired or permitted to be given by this Agreement shall be effective only if\nit is in writing and (a) delivered by hand or sent by certified mail, return\nreceipt requested, (b) if sent by a nationally-recognized overnight delivery\nservice with delivery confirmed, or (c) if telexed or telecopied, with receipt\nconfirmed as follows:\n\n          Newco:              Dolphin, Inc.\n                              3100 New York Drive\n                              Pasadena, California 91107\n                              Attn: President and Chief Executive Officer\n                              Telecopy No.: (626) 296-2161\n\n          with a copy to:     Hunton &amp; Williams\n                              NationsBank Plaza, Suite 4100\n                              600 Peachtree Street, N.E.\n                              Atlanta, Georgia 30308-2216\n                              Attn: Scott M. Hobby, Esq.\n                              Telecopy No.: (404) 888-4190\n\n          Sprint:             Sprint Corporation\n                              2330 Shawnee Mission Parkway\n                              Westwood, Kansas 66205\n                              Attn: Chief Financial Officer\n                              Telecopy No.: (913) 624-8426\n\n          with a copy to:     Sprint Corporation\n                              2330 Shawnee Mission Parkway\n                              Westwood, Kansas 66205\n                              Attn: Corporate Secretary\n                              Telecopy No.: (913) 624-2256\n\n                                       21\n\n \n          with an additional  Stinson, Mag &amp; Fizzell, P.C.\n          copy to:            1201 Walnut, Suite 2800\n                              P.O. Box 419251\n                              Kansas City, Missouri 64141-6251\n                              Attn: John A. Granda, Esq.\n                              Telecopy No.: (816) 691-3495\n\nThe Parties shall promptly notify each other of any change in their respective\naddresses or facsimile numbers or of the Person or office to receive notices,\nrequests or other communications under this Section 16.2.  Notice shall be\ndeemed to have been given as of the date when so personally delivered, when\nphysically delivered by the U.S. Postal Service at the proper address, the next\nday when delivered during business hours to an overnight delivery service\nproperly addressed or when receipt of a telex or telecopy is confirmed, as the\ncase may be, unless the sending Party has actual Knowledge (as defined in the\nInvestment Agreement) that such notice was not received by the intended\nrecipient.\n\n     Section 16.3   Entire Agreement. This Agreement and, upon execution by all\n                    ----------------                                           \nParties thereto, the Ancillary Agreements, together with the respective\nSchedules and Exhibits hereto and thereto, embodies the entire agreement and\nunderstanding of the Parties in respect to the matter contemplated hereby and\nthereby and supersedes and renders null and void all other prior agreements and\nunderstandings, written and oral, with respect to the subject matter hereof and\nthereof, provided that this provision shall not abrogate any other written\n         --------                                                         \nagreement executed simultaneously with this Agreement by one or more of the\nParties to the Investment Agreement with respect to the Parties signing such\nother agreement.  No Party shall be liable or bound to any other Party in any\nmanner by any promises, conditions, representations, warranties, covenants,\nagreements and understandings, except as specifically set forth herein or\ntherein.\n\n     Section 16.4   Waiver.  Except as otherwise permitted in this Agreement, \n                    ------              \nthe terms or conditions of this Agreement may not be waived unless set forth in\na writing signed by the Party entitled to the benefits thereof. No waiver of any\nof the provisions of this Agreement shall be deemed or shall constitute a waiver\nof such provision at any time in the future or a waiver of any other provision\nhereof. The rights and remedies of the Parties are cumulative and not\nalternative. Except as otherwise provided in this Agreement, neither the failure\nnor any delay by any Party in exercising any right, power or privilege under\nthis Agreement, or any of the Ancillary Agreements or the documents referred to\nin this Agreement or therein will operate as a waiver of such right, power or\nprivilege, and no single or partial exercise of any such right, power or\nprivilege will preclude any other or further exercise of such right, power or\nprivilege or the exercise of any other right, power or privilege.\n\n     Section 16.5   Successors and Assigns.  Neither this Agreement nor any of \n                    ----------------------      \nthe rights, interests or obligations under this Agreement shall be assigned or\ntransferred, in whole or in part, by any of the Parties without the prior\nwritten consent of the other Parties except as set forth in Article 10.  Subject\nto the preceding sentence, this Agreement will be binding upon, inure to the\nbenefit of, and be enforceable by, the parties and their respective successors\nand assigns.\n\n                                       22\n\n \n     Section 16.6   Governing Law.  This Agreement shall be governed by the laws\n                    -------------                                               \nof the State of Delaware, without regard to conflict of laws principles.\n\n     Section 16.7   Severability.  If any term or provision of this Agreement or\n                    ------------                                                \nthe application thereof to either Party or set of circumstances shall, in any\njurisdiction and to any extent, be finally held invalid or unenforceable, such\nterm or provision shall only be ineffective as to such jurisdiction, and only to\nthe extent of such invalidity or unenforceability, without invalidating or\nrendering unenforceable any other terms or provisions of this Agreement or under\nany other circumstances, and the Parties shall negotiate in good faith a\nsubstitute provision which comes as close as possible to the invalidated or\nunenforceable term or provision, and which puts each Party in a position as\nnearly comparable as possible to the position it would have been in but for the\nfinding of invalidity or unenforceability, while remaining valid and\nenforceable.\n\n     Section 16.8   No Inconsistent Agreements.  Newco will not hereafter enter\n                    --------------------------                                 \ninto any agreement with respect to its securities which is inconsistent with the\nrights granted to the Holders of Registrable Securities in this Agreement.\n\n     Section 16.9   Remedies.  The Parties hereto recognize and agree that\n                    --------                                              \nimmediate irreparable damages for which there is no adequate remedy at law would\noccur in the event that any provision of this Agreement is not performed in\naccordance with the specific terms hereof or is otherwise breached.  It is\naccordingly agreed that in the event of a failure by a Party to perform its\nobligations under this Agreement, the non-breaching Party shall be entitled to\nspecific performance through injunctive relief to prevent breaches of the\nprovisions of this Agreement and to enforce specifically the provisions of this\nAgreement in any action instituted in any court having subject matter\njurisdiction, in addition to any other remedy to which such Party may be\nentitled, at law or in equity.\n\n     Section 16.10  Counterparts.  This Agreement may be executed in one or more\n                    ------------                                                \ncounterparts each of which when so executed and delivered shall for all purposes\nbe deemed to be an original but all of which, when taken together, shall\nconstitute one and the same Agreement.\n\n     Section 16.11  No Third-Party Beneficiaries.  Nothing in this Agreement,\n                    ----------------------------                             \nexpress or implied, shall create or confer upon any Person (including but not\nlimited to any employees), other than the Parties or their respective successors\nand permitted assigns, any legal or equitable rights, remedies, obligations,\nliabilities or claims under or with respect to this Agreement, except as\nexpressly provided herein.\n\n     Section 16.12  Interpretation.  (a) Each Party is a sophisticated legal\n                    --------------                                           \nentity that was advised by experienced counsel and, to the extent it deemed\nnecessary, other advisors in connection with this Agreement and the Ancillary\nAgreements.  Accordingly, each Party hereby acknowledges that no Party has\nrelied or will rely in respect of this Agreement or any Ancillary Agreements or\nthe transactions contemplated hereby or thereby upon any document or written or\noral information previously furnished to or discovered by it or its\nrepresentatives, other than this Agreement or any Ancillary Agreements or the\ndocuments and instruments delivered at the Closing.\n\n                                       23\n\n \n     (b)  No provision of this Agreement shall be interpreted in favor of, or\nagainst, either of the Parties by reason of the extent to which either such\nParty or its counsel participated in the drafting thereof or by reason of the\nextent to which any such provision is inconsistent with any prior draft hereof\nor thereof.\n\n     Section 16.13  Exclusive Jurisdiction and Consent to Service of Process.  \n                    --------------------------------------------------------   \nThe Parties agree that any Action (as defined in the Investment Agreement)\narising out of or relating to this Agreement, shall be brought by the Parties\nand held and determined only in a Delaware state court or a federal court\nsitting in that State which shall be the exclusive venue of any such Action.\nEach Party waives any objection which such Party may now or hereafter have to\nthe laying of venue of any such Action, and irrevocably consents and submits to\nthe jurisdiction of any such court (and the appropriate appellate courts) in any\nsuch Action. Any and all service of process and any other notice in any such\nAction shall be effective against such Party when transmitted in accordance with\nSection 16.02. Nothing contained herein shall be deemed to affect the right of\nany Party to serve process in any manner permitted by Law.\n\n     Section 16.14  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT\n                    --------------------                                        \nHEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THAT THEY MAY HAVE TO A\nTRIAL BY JURY IN ANY ACTION INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER\n(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,\nRELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER ANCILLARY AGREEMENT OR\nTHE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.\n\n     Section 16.15  Effectiveness of Agreement.  This Agreement shall not become\n                    --------------------------                                  \neffective until the Closing (as defined in the Investment Agreement) and then\nonly if all of the applicable conditions to the Closing have been satisfied or\nwaived.\n\n                                       24\n\n \n     IN WITNESS WHEREOF, the Parties have caused their respective duly\nauthorized officers to execute this Agreement as of the day and year first above\nwritten.\n\n                                        DOLPHIN, INC.\n\n\n                                        By: \/s\/ Charles G. Betty\n                                            ------------------------------------\n                                              Name: Charles G. Betty\n                                              Title: President &amp; CEO\n\n\n                                        SPRINT CORPORATION\n\n\n                                        By: \/s\/ Theodore H. Schell \n                                            ------------------------------------\n                                              Name: Theodore H. Schell\n                                              Title: Vice President - Strategic\n                                                     Planning and Corporate \n                                                     Development\n\n                                        SPRINT COMMUNICATIONS COMPANY L.P.\n                                        By: US Telecom, Inc., General Partner\n\n\n                                        By: \/s\/ Don A. Jensen \n                                            ------------------------------------\n                                              Name: Don A. Jensen\n                                              Title: Vice President and \n                                                     Secretary\n\n\n\n               SIGNATURE PAGE FOR REGISTRATION RIGHTS AGREEMENT\n\n                                       25\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7397],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9632,9629],"class_list":["post-43885","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-earthlink-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43885","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43885"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43885"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43885"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43885"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}