EXHIBIT 10.24
SUBSCRIPTION AGREEMENT
To the Board of Directors of IXL HOLDINGS, INC.:
The undersigned ("Purchaser") intends to purchase one share [1] (the
"Shares") of the $.01 par value Class B Common Stock of IXL Holdings, Inc. (the
"Company") at a price of $100.00 per share. Purchaser represents and warrants
Purchaser is acquiring the Shares for Purchaser's own account, to hold for
investment, with no present intention of dividing Purchaser's participation with
others or reselling or otherwise participating, directly or indirectly, in a
distribution of the Shares. Purchaser shall not make any sale, transfer or other
disposition of the Shares in violation of the Georgia Securities Act of 1973, as
amended (the "Georgia Act"), any other state securities act or the Rules and
Regulations promulgated thereunder or in violation of the Securities Act of
1933, as amended (the "1933 Act") or the General Rules and Regulations
promulgated thereunder by the Securities and Exchange Commission (the "SEC").
This subscription shall expire three (3) months from the date hereof
unless accepted by the Company prior to that time.
Purchaser understands and agrees Purchaser shall not be entitled to
certificates for nor be entitled to vote the Shares hereby subscribed until the
Shares are fully paid.
Purchaser has been advised the Shares are not being registered under
the Georgia Act on the ground this transaction is exempt from registration under
Subsection (13) of code Section 10-5-9 of the Georgia Act, are not being
registered under any other state act where an exemption from registration is
available, and are not being registered under the 1933 Act on the ground this
transaction is exempt from registration under Section 4(2) of the 1933 Act as
not involving any public offering, and reliance by the Company on such
exemptions is predicated in part on Purchaser's representations set forth in
this letter.
Purchaser agrees the Company may refuse to permit Purchaser to sell,
transfer or dispose of the Shares unless there is in effect a registration
statement under the Georgia Act, and any other applicable state act covering
such transfer or Purchaser furnishes an opinion of counsel, satisfactory to
counsel for the Company, to the effect such registration is not required.
Purchaser further agrees the Company may refuse to permit me to sell, transfer
or dispose of the Shares unless there is in effect a registration statement
under the 1933 Act covering such transfer or Purchaser furnishes an opinion of
counsel, satisfactory to counsel for the Company, to the effect such
registration is not
required, or a "no-action" letter from the Staff of the SEC stating the SEC's
Staff will not recommend any action be taken by the SEC if the proposed transfer
or disposition is effected without registration under the 1933 Act.
Purchaser also understands and agrees stop transfer instructions will
be given to the Company's transfer agent (or noted on the appropriate records of
the Company) and there will be placed on the certificates for the Shares, or any
substitutions therefor, a legend stating in substance:
"The shares evidenced by this certificate have been
acquired for investment and have not been registered under
the Georgia Securities Act of 1973 (the "Georgia Act") in
reliance on the exemption contained in Subsection (13) of
Code Section 10-5-9 of the Georgia Act, or under the
securities act of any other state where an exemption from
registration is available, or under the Securities Act of
1933 (the "1933 Act") in reliance on the exemption
contained in Section 4(2) of the ▇▇▇▇ ▇▇▇. These shares
may not be sold or transferred except in transactions (a)
registered under the 1933 Act or exempt from registration
thereunder, (b) registered under or otherwise in compliance
with the Georgia Act and any other applicable state act.
Purchaser represents and warrants to the Company:
1. Purchaser has carefully read this letter and has discussed its
requirements and other applicable limitations upon Purchaser's resale of the
Shares with Purchaser's counsel (or has been given the opportunity to do so)
and, to the extent Purchaser feels necessary, counsel for the Company.
2. Purchaser has been informed by the Company the Shares have not
been registered under the Georgia Act, any other applicable state act or the
1933 Act and (a) under the Georgia Act, the Shares must be held for at least one
year unless they are sold or transferred in a transaction which is exempt under
the Georgia Act or pursuant to an effective registration statement under the
Georgia Act and (b) under the 1933 Act, the Shares must be held indefinitely
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unless they are subsequently registered under the 1933 Act or unless an
exemption from such registration is available with respect to any proposed
transfer or disposition by Purchaser of the Shares.
3. Purchaser understands the Company is not required to file
periodic reports with the SEC and does not comply with the "Current Public
Information" requirements of Rule 144 promulgated by the SEC under the 1933 Act
and any sale by Purchaser of the
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Shares may not be made in reliance on Rule 144 until the Company does comply
with said requirements, which is not contemplated. Purchaser understands,
consequently, Purchaser may not make any sale of the Shares without registration
under the 1933 Act except upon compliance with Regulation A or some other
exemption from such registration.
4. Purchaser understands the Company is under no obligation to
register the Shares or take any other action necessary to make compliance with
an exemption from registration available.
5. Purchaser has met personally with an officer or other
representative of the Company and has had an opportunity to ask additional
information for verification purposes.
6. Purchaser acknowledges prior to the purchase of the Shares
Purchaser received adequate information concerning the true financial condition
of the Company, its business operations and the use of the proceeds from the
sale of the shares. Purchaser acknowledges the Shares were not offered for
sale by means of publicly disseminated advertisements or sales literature.
7. Purchaser understands the business of the Company is subject to
high risk and no representations can be or have been made with respect to the
future success of the business.
Very truly yours,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Accepted this 12 day of April, 1996.
IXL HOLDINGS, INC.
By: /s/ U. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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U. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇., President
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