Common use of Parent Stock Clause in Contracts

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (I) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (b) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 250,000 shares of Class A Common Stock, $.01 par valuevalue (the "Class A Common Stock"), of which no shares are validly issued and outstanding, and (B) 100,000,000 1,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 40,748 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; and (ii) 750,000 250,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stockstock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 111,500 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding securities of Parent were issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6 5.6(a) hereto, there are no options, ------------ warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Datedate hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in ParentParent under ordinary circumstances. (b) The holders of record as of the date hereof of the issued and outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 5.6(b) --------------- hereto. ------------. (c) The holders of record as of the Effective Date of the outstanding shares of capital stock of Parent, together with the number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6(c) --------------- hereto (determined based on certain assumptions described therein). (d) When delivered to the SCE Shareholders TWG Shareholder in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, (ii) represent 10.0327% of the issued and outstanding shares of Parent Stock (determined based on the assumptions set forth on Schedule 5.6(c)), --------------- (iii) represent, on an as-converted and fully diluted basis, 2.2574% of the issued and outstanding capital stock of Parent (determined based on the assumptions set forth in Schedule 5.6(c)), and (biv) be free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws--------------- Liens.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 14,053,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreementhereto, (II) and excluding the Agreement and Plan potential acquisitions of Merger, dated as of May 4, 1998, among Parent, iXL-New YorkPequot Systems, Inc., Micro Pantheon Interactive, Inc. ("Micro") Inc., Two-Way Communications, L.L.C. and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998NetResponse L.L.C.), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable, and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no ------------ options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other rightright (excluding the same potential acquisitions as referred to above). In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders Ionix Shareholder in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 11,826,525 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998hereto), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 174,526 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 3.6 hereto, there are no options, ------------ warrants, ------------ calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE ▇▇▇▇▇▇▇ Companies Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by United States federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 14,053,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreementhereto, (II) and excluding the Agreement and Plan potential acquisitions of MergerTwo- Way Communications, dated as of May 4L.L.C., 1998, among Parent, iXL-New YorkPantheon Interactive, Inc., Micro Interactive, Inc. ("Micro") NetResponse L.L.C. and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998Ionix Development Corporation), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable, and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other rightright (excluding the same potential acquisitions as referred to above). In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Pequot Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 12,537,764 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant hereto or to (I) this Agreement, (II) the Agreement and Plan potential acquisition of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998LAVA GmbH), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable, and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no ------------ options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Tekna Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (I) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 9,024,210 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) pursuant to this Agreement, (II) pursuant to the Agreement and Plan of Merger, dated on or about May 12, 1998 among Parent, iXL- Los Angeles, Inc., Digital Planet, a California corporation ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which agreement is anticipated to close on or about May 12, 1998, or (III) pursuant to the Agreement and Plan of Merger, dated as of May 4, 1998, 1998 among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, ------------ calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to at the Effective Time are set forth on a pro forma basis on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE InTouch Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (b) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the The authorized capital stock of the Parent consists solely of (I) (A) 75,000,000 990,000,000 shares of Class A common stock, par value $.00001 per share ("Parent Common Stock"), $.01 par valueof which 8,177,624 shares are issued and outstanding and 1,000,000,000 shares of Parent Preferred Stock, of which (i) 1,000,000 shares have been designated as Series A Preferred Stock of which 960,000 are issued and outstanding and (ii) 10,000,000 have been designated as Series B Preferred Stock of which no shares are validly issued and outstanding, and (B) 100,000,000 shares . All of Class B Common Stock, $.01 par value, of which 8,869,010 shares are validly the issued and outstanding (without taking into account any shares of capital stock of the Parent have been, and all of the shares of the Parent Preferred Stock issuable to be issued the Shareholders pursuant to (I) this AgreementAgreement will be when issued, (II) the Agreement and Plan of Mergerduly authorized, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998)validly issued, fully paid and nonassessable; (iinon-assessable. Except as disclosed in Schedule 3.3(f) 750,000 or in any SEC Document, there are no outstanding subscriptions, options, warrants, calls, contracts, demands, commitments, convertible or exchangeable securities, profits interests, conversion rights, preemptive rights, rights of first refusal or other rights, agreements, arrangements or commitments of any nature whatsoever under which the Parent is or may become obligated to issue, redeem, assign or transfer any shares of blank check preferred stock, (A) 250,000 capital stock or purchase or make payment in respect of which have been designated as Class A Convertible Preferred Stock, any shares of which 172,452 shares are validly issued and capital stock of the Parent now or previously outstanding, fully paid and nonassessablethere are no outstanding or authorized stock appreciation, (B) 200,000 phantom stock or similar rights with respect to or any shares of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessableits capital stock. Except as set forth on Schedule 5.6 hereto3.3(f), there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as none of the Closing Date, Parent has no bonds, debentures, notes Parent's stock purchase agreements or other indebtedness issued stock option documents contains a provision for acceleration of vesting (or outstanding that have voting rights in Parent. (blapse of a repurchase right) The outstanding shares upon the occurrence of capital stock any event or combination of Parent immediately prior to the Effective Time are events. Except as set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders in accordance with the terms hereof3.3(f), the Parent Stock will be (i) duly authorizedhas never adjusted or amended the exercise price of any stock options previously awarded, fully paid and nonassessablewhether through amendment, and (b) free and clear of all Liens cancellation, replacement grant, repricing, or any other than restrictions imposed by the Stockholders' Agreement and by federal and state securities lawsmeans.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 10,319,628 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998hereto, or (III) pursuant to any of the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and Potential Acquisitions as defined in the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998Memorandum), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 174,061 (as of the Closing Date, 174,526) shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule -------- 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or --- other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Image Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 11,197,506 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998hereto), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 174,061 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, ------------ agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE W & L Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (bii) be free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 13,778,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998hereto), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders Exchange Place Shareholder in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 14,053,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreementhereto, (II) and excluding the Agreement and Plan potential acquisitions of MergerTwo-Way Communications, dated as of May 4L.L.C., 1998, among Parent, iXL-New YorkPequot Systems, Inc., Micro Interactive, Inc. ("Micro") Ionix Development Corporation and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998NetResponse L.L.C.), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. .. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, ------------ calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other rightright (excluding the same potential acquisitions as referred to above). In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Pantheon Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 250,000 shares of Class A Common Stock, $.01 par valuevalue (the "Class A Common Stock"), of which no shares are validly issued and outstanding, and (B) 100,000,000 1,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 79,459 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; and (ii) 750,000 250,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stockstock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 157,760 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6 5.6(a) hereto, there are no options, ------------ warrants, calls, --------------- agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Datedate hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent immediately prior to Parent, together with the Effective Time number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6 5.6(b) --------------- hereto. ------------. (c) When delivered to the SCE Swan Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (bii) be free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities lawsLiens.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 50,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 8,172,000 shares are validly issued and outstanding (taking into account the stock split described in Section 3.1(d) hereof, but without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; (ii) 750,000 500,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 169,260 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 100,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 83,075 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, ------------ commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Datedate hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent immediately prior to Parent, together with the Effective Time number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6 ------------ hereto. ------------. (c) When delivered to the SCE Small World Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (bii) be free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 14,053,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreementhereto, (II) and excluding the Agreement and Plan potential acquisitions of Merger, dated as of May 4, 1998, among Parent, iXL-New YorkPequot Systems, Inc., Micro Pantheon Interactive, Inc. ("Micro") Inc., Ionix Development Corporation and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998NetResponse L.L.C.), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable, and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other rightright (excluding the same potential acquisitions as referred to above). In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders TWC Members in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 250,000 shares of Class A Common Stock, $.01 par valuevalue (the "Class A Common Stock"), of which no shares are validly issued and outstanding, and (B) 100,000,000 1,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 45,292 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; and (ii) 750,000 250,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stockstock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 157,760 shares are validly issued and outstanding, fully paid and nonassessable. All outstanding capital stock of Parent was issued in accordance with applicable federal and state securities laws. Except as set forth on Schedule 5.6 5.6(a) hereto, there are ---------------- no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Datedate hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record as of the Effective Time of the outstanding shares of capital stock of Parent immediately prior to Parent, together with the Effective Time number of shares of capital stock then outstanding, are set forth on a pro forma basis on Schedule 5.6 5.6(b) --------------- hereto. ------------. (c) When delivered to the SCE BII Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, (ii) represent 43.0% of the issued and outstanding shares of Parent Stock, (iii) represent, on an as-converted and fully diluted basis, 14.4% of the issued and outstanding capital stock of Parent, and (biv) be free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities lawsLiens.

Parent Stock. (a) As of the date hereof hereof, the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 10,319,628 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998hereto), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 174,191 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, ------------ calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE CommerceWAVE Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 13,621,814, shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998hereto), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 176,291 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable, and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 35,700 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE LMP Principal Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet Spin Cycle Entertainment ("DigitalSCE") and the shareholders of Digital SCE identified therein (the "Digital SCE Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 87, 1998), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule -------- 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or --- other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Datedate hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record immediately prior to the Effective Time of the outstanding shares of capital stock of Parent immediately prior to Parent, together with the Effective Time number of shares of capital stock then outstanding, are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Digital Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (bii) be free and clear of all Liens other than restrictions imposed by the Stockholders' Stockholders Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no ------------ options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other rightright (without taking into account any options to be issued pursuant to this Agreement). In addition to the foregoing, as of the Closing Datedate hereof, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The holders of record, immediately prior to the Effective Time, of the outstanding shares of capital stock of Parent immediately prior to Parent, together with the Effective Time number of shares of capital stock then outstanding, are set forth on Schedule 5.6 ------------ hereto. ------------. (c) When delivered to the SCE Micro Shareholders in accordance with the terms hereof, the Parent Stock will be (i) be duly authorized, fully paid and nonassessable, and (b) be free and clear of all Liens other than restrictions imposed by the Stockholders' Stockholders Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 14,053,489 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreementhereto, (II) and excluding the Agreement and Plan potential acquisitions of Merger, dated as of May 4, 1998, among Parent, iXL-New YorkPequot Systems, Inc., Micro Pantheon Interactive, Inc. ("Micro") Inc., Ionix Development Corporation and the shareholders of Micro identified therein (the "Micro Merger")Two-Way Communications, which Agreement is anticipated to close on or about May 15, 1998, or (III) the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998L.L.C.), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 175,766 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable and (D) 50,000 of which have been designated as Class D Nonvoting Preferred Stock, of which 30,100 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Shareholders Next Century in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.

Parent Stock. (a) As of the date hereof hereof, the authorized capital stock of Parent consists of (Ii) (A) 75,000,000 shares of Class A Common Stock, $.01 par value, of which no shares are validly issued and outstanding, and (B) 100,000,000 shares of Class B Common Stock, $.01 par value, of which 8,869,010 11,863,632 shares are validly issued and outstanding (without taking into account any shares of Parent Stock to be issued pursuant to (I) this Agreement, (II) the Agreement and Plan of Merger, dated as of May 4, 1998, among Parent, iXL-New York, Inc., Micro Interactive, Inc. ("Micro") and the shareholders of Micro identified therein (the "Micro Merger"), which Agreement is anticipated to close on or about May 15, 1998hereto, or (III) pursuant to any of the proposed Agreement and Plan of Merger among Parent, Sub, Digital Planet ("Digital") and Potential Acquisitions as defined in the shareholders of Digital identified therein (the "Digital Merger"), which Agreement is anticipated to be executed and delivered, and closed, on or about May 8, 1998Memorandum), fully paid and nonassessable; (ii) 750,000 shares of blank check preferred stock, (A) 250,000 of which have been designated as Class A Convertible Preferred Stock, of which 172,452 174,526 shares are validly issued and outstanding, fully paid and nonassessable, (B) 200,000 of which have been designated as Class B Convertible Preferred Stock, of which 98,767 shares are validly issued and outstanding, fully paid and nonassessable, and (C) 15,000 of which have been designated as Class C Convertible Preferred Stock, of which 9,232 shares are validly issued and outstanding, fully paid and nonassessable. Except as set forth on Schedule 5.6 hereto, there are no options, ------------ warrants, calls, agreements, commitments or other rights presently outstanding that would obligate Parent to issue, deliver or sell shares of its capital stock, or to grant, extend or enter into any such option, warrant, call, agreement, commitment or other right. In addition to the foregoing, as of the Closing Date, Parent has no bonds, debentures, notes or other indebtedness issued or outstanding that have voting rights in Parent. (b) The outstanding shares of capital stock of Parent immediately prior to the Effective Time are set forth on Schedule 5.6 hereto. ------------ (c) When delivered to the SCE Spinners Shareholders in accordance with the terms hereof, the Parent Stock will be (i) duly authorized, fully paid and nonassessable, and (bii) free and clear of all Liens other than restrictions imposed by the Stockholders' Agreement and by federal and state securities laws.