EXHIBIT 10.45
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (the "Agreement") is dated as of March
30, 1998, and entered into by and among IXL Holdings, Inc., a Delaware
corporation (the "Company"), and Xxxxx Xxxx ("Wall").
In consideration of the mutual covenants and agreements set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the
Company and Wall agree as follows:
SECTION 1. PURCHASE AND SALE. Subject to the terms and conditions set
forth herein and in reliance on the representations and warranties of Wall
contained herein, the Company agrees to purchase from Wall, and Wall agrees to
sell to the Company, 184,616 shares (the "Purchase Shares") of Class B Common
Stock, par value $.0l per share, of the Company (the "Class B Common Stock")
held by Wall for an aggregate purchase price of $600,002.00 for all of the
Purchase Shares.
SECTION 2. CLOSING. The purchase and sale of the Purchase Shares shall
take place at a closing (the "Closing") at the offices of Xxxxxx & Xxxxxx, One
Buckhead Plaza, 0000 Xxxxxxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at
10:00 a.m., Atlanta time, on the date hereof, or at such other place and/or on
such other Business Day as may be agreed upon by Wall and the Company (the
"Closing Date"). At the Closing, upon the surrender and delivery by Wall to the
Company of stock certificate(s) representing the Purchase Shares, together with
appropriate stock powers duly endorsed in blank, the Company will deliver to
Wall payment of the aggregate purchase price therefor by intra-bank or Federal
funds bank wire transfer of same day funds to such bank account within the
United States as Wall shall designate.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF WALL. Wall represents and
warrants to the Company (which representations and warranties shall survive the
Closing indefinitely) as follows:
(a) Wall owns good and marketable title to the Purchase Shares
free and clear of any and all Liens. "Lien" shall mean any pledge,
hypothecation, security interest, encumbrance, restriction, claim, lien, or
charge of any kind, whether voluntarily incurred or arising by operation of law
or otherwise, affecting any of the Purchase Shares, including any agreement to
give or grant any of the foregoing.
(b) The proceeds from the sale of the Purchase Shares will be
applied as follows:
FIRST: $268,753 of such proceeds shall be retained by the
Company in satisfaction and payment of the entire
outstanding principal amount of, plus all accrued
but unpaid interest on, all loans made by the
Company to Wall, including all loans made by the
Company to Wall pursuant to that certain Promissory
Note dated as of May 30, 1997
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made by Wall in favor of the Company in the
original principal amount of $50,000; and
Second: the remainder of such proceeds ($331,249) may be
used by Wall as he may so desire in his sole and
unfettered discretion.
SECTION 4. COUNTERPARTS; FACSIMILE SIGNATURES. This Securities Purchase
Agreement may be signed in counterparts, each of which shall constitute an
original and which together shall constitute one and the same agreement. This
Securities Purchase Agreement may be executed and delivered via facsimile
transmission, and any such counterpart delivered via facsimile transmission
shall be deemed an original for all intents and purposes.
SECTION 5. ENTIRE AGREEMENT. This Securities Purchase Agreement
constitutes the entire agreement and understanding among the parties hereto with
respect to the subject matter hereof and thereof and supersedes any and all
prior agreements and understandings, written or oral, relating to the subject
matter hereof.
IN WITNESS WHEREOF, this Securities Purchase Agreement has been duly
executed by the parties set forth below as of the date first written above.
IXL HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Executive Vice President
/s/ Xxxxx Xxxx
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XXXXX XXXX
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