EXHIBIT 10.56
March 8, 2002
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This will confirm the agreement between Interliant, Inc. (the
"Company") and each of you whereby in consideration of your restructured
compensation for the balance of the calendar year 2002, you will each have
issued to you 160,000 shares of Company common stock, par value, $.01. These
shares will initially not be registered for resale under the Securities Act of
1933, as amended; however, if and when the Company files a shelf-registration
covering any of the securities issued or issuable by the Corporation in
connection with its December 31, 2001 restructuring of its 7% Convertible
Subordinated Notes, the Company will include these shares in such registration.
In order to issue the shares, you will need to sign and return the attached
Subscription Agreement.
Please sign below acknowledging your agreement to the foregoing.
Sincerely yours,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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President and Chief
Executive Officer
Enclosures
AGREED TO:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
INVESTOR SUBSCRIPTION AGREEMENT
INTERLIANT, INC. (THE "COMPANY")
COMMON STOCK
PLEASE READ THE FOLLOWING INSTRUCTIONS:
To receive shares of the Company's Common Stock (the "Shares)
you must complete and return this Subscription Agreement to the Company.
REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER
By executing this Subscription Agreement in the space
indicated below, the Subscriber hereby represents and warrants to and agrees
with the Company that each of the following statements is true and correct on
the date hereof and, if this subscription is accepted by the Company in whole or
in part, will be true and correct on the closing date of the acquisition by the
Company of the assets (or capital shares) of the Acquired Company ("Closing
Date"):
(i) The Subscriber is an "accredited investor" as that term is
defined in Rule 501(a) of Regulation D under the Securities Act of 1933
Act, as amended (the "`33 Act") because:
The Subscriber is a natural person who:
(a) has an individual net worth, or joint
net worth with such person's spouse, exceeding
$1,000,000; or
(b) had an income in excess of $200,000 in
each of the two (2) most recent years or a joint
income with such person's spouse in excess of
$300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the
current year; or
(c) is a director or an executive officer of
the Company.
(ii) The Subscriber is acquiring the Shares for the
Subscriber's own account as principal, for investment purposes only,
and not with a view to, or for, the resale, distribution or
fractionalization thereof, in whole or in part, subject, however, to
any requirement of law that the disposition of the Subscriber's
property shall at all times be within its control, and no other person
or entity has or will have a direct or indirect beneficial interest in
such Shares;
(iii) The Subscriber understands that the offering and sale of
the Shares is intended to be exempt from registration under the `33 Act
by virtue of Section 4(2) of the `33 Act and under similar provisions
under the applicable state securities laws, and understands and agrees
that the Shares may not be sold, transferred, hypothecated or pledged,
except pursuant to an effective registration statement under the `33
Act and under the applicable state securities laws or pursuant to an
available exemption under the registration requirements of the `33 Act
and under the applicable state securities laws, established to the
satisfaction of the Company;
(iv) The Subscriber has been furnished with a copy of the
section titled "Risks Inherent In Owning Our Securities" from the
Company's Offering Circular dated November 9, 2001 in connection with
the Company's Exchange Offer described therein ("Risk Factors"), and
all other documents which it has requested;
(v) The Subscriber has been given the opportunity to obtain
such additional information as is necessary to verify the accuracy of
the information contained in the material described in "(iv)" above in
order for the Subscriber to evaluate the merits and risks relating to
the purchase of the Shares, to the extent that the management of the
Company possesses such information or can acquire it without
unreasonable effort or expense;
(vi) The Subscriber has relied only on the advice of the
Subscriber's own professional advisers with respect to the legal, tax,
ERISA and other economic considerations related to this investment;
(vii) The Subscriber has such knowledge and experience in
financial and business affairs that it is capable of evaluating the
merits and risks of subscribing to purchase the Shares and the
Subscriber has not relied in connection with this investment upon any
representations, warranties or agreements other than those set forth in
this Agreement and the Confidential Memorandum; and
(vii) The Subscriber understands and acknowledges that there
are substantial risks of loss of investment involved in an investment
in the Shares, including those described under in the Risk Factors and
that the Subscriber represents and warrants that it has the financial
ability to bear the economic risk of its investment, has adequate means
for providing for its current needs and possible contingencies and has
no need for liquidity with respect to its investment in the Company.
SHARES TO BE LEGENDED
Certificates representing each of the Shares will bear a
legend in substantially the following form:
"The Shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended, or under any applicable state securities
laws and neither the Shares nor any interest therein may be sold, transferred,
pledged or otherwise disposed of in the absence of such registration or an
exemption from registration under such Act and the rules and regulations
thereunder and in the absence of registration or an exemption from registration
under any applicable state securities laws.
For Georgia residents only:
These securities have been issued or sold in reliance
on Paragraph (13) of Code Section 10-5-9 of the Georgia
Securities Act of 1973, and may not be sold or transferred
except in a transaction which is exempt under such Act or
pursuant to an effective registration under such Act.
PLEASE COMPLETE THE FOLLOWING:
1. I hereby tender this Subscription Agreement for the purchase of 160,000
Shares.
2. The Shares which I am purchasing shall be issued as follows (check one):
[ ] Individual Ownership (one signature required) [ ] Corporation (authorized agent of
corporation must sign)
[ ] Tenants-in-Common (all parties must sign) [ ] Joint Tenants with Right of
Survivorship (all parties must sign)
[ ] Partnership (all partners must sign) [ ] Trust (trustee must sign)
[ ] Minor with Adult Custodian under the Uniform Gift to Minors Act in your
State (custodian must sign; minor will have beneficial ownership)
PLEASE CONSULT WITH YOUR OWN LEGAL COUNSEL REGARDING THE MEANING AND LEGAL
IMPLICATIONS OF THE ABOVE DESIGNATIONS AND HOW YOUR DESIGNATION MUST BE SHOWN ON
YOUR STOCK CERTIFICATE. THE COMPANY TAKES NO RESPONSIBILITY FOR INCORRECT STOCK
CERTIFICATE DESIGNATIONS.
3. How many stock certificates do you want (maximum of one per share)?
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4. Please print the exact name you desire on the stock certificate(s)
(Note: a separate investor subscription agreement must be completed and
returned for each different name(s) requested)
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5. Please print address where certificate for the Shares and all
shareholder information should be sent:
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6. Please print social security number(s) of shareholder(s), or, if a
corporation, partnership, trust or other business organization is
purchasing the Shares, please provide its taxpayer identification
number:
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THE UNDERSIGNED REPRESENT(S) AND WARRANT(S) THAT THE FOREGOING INFORMATION IS
TRUE, ACCURATE AND COMPLETE, AND THAT THE UNDERSIGNED (OR AN ADULT CUSTODIAN),
IF AN INDIVIDUAL, IS OR ARE AT LEAST 18 YEARS OF AGE, THAT EACH PURCHASER IS A
RESIDENT OF A QUALIFIED STATE.
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(Signature) (Date) (Signature ) (Date ) of
additional person, if required
(See above.)*
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(Print Name)
ACCEPTED BY: INTERLIANT, INC.
By:
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▇▇▇▇▇ ▇▇▇▇▇▇ Date
President and Chief
Executive Officer