Exhibit 5
_______ __, 1999
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated,
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation
NationsBanc Xxxxxxxxxx Securities LLC
BancBoston Xxxxxxxxx Xxxxxxxx
as Representatives of the several
Underwriters to be named in the
within-mentioned Purchase Agreement
c/x Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Re: Proposed Public Offering by iXL Enterprises, Inc.
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Dear Sirs:
The undersigned, a security holder of iXL Enterprises, Inc., a Delaware
corporation (the "Company") or one of its Subsidiaries (as such term is defined
in the Purchase Agreement (as defined herein)), understands that Xxxxxxx Xxxxx &
Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, NationsBanc Xxxxxxxxxx
Securities LLC and BancBoston Xxxxxxxxx Xxxxxxxx propose to enter into a
Purchase Agreement (the "Purchase Agreement") with the Company providing for the
public offering shares (the "Securities") of the Company's common stock, par
value $.01 per share (the"Common Stock"). In recognition of the benefit that
such an offering will confer upon the undersigned as a security holder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees with each
underwriter to be named in the Purchase Agreement that, during a period of 180
days from the date of the Purchase Agreement, the undersigned will not, without
the prior written consent of Xxxxxxx Xxxxx, directly or indirectly, (i) offer to
sell, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any
XXXXXXX XXXXX & CO. -2- ---------------- ----, 1999
option or contract to sell, grant any option, right or warrant for
the sale of, or securities convertible into or exchangeable or exercisable for
Common Stock, whether now owned or hereafter acquired by the undersigned or with
respect to which the undersigned has or hereafter acquires the power of
disposition, or file or cause to be filed any registration statement under the
Securities Act of 1933, as amended, with respect to any of the foregoing or (ii)
enter into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership
of the Common Stock, whether any such swap transaction is to be settled by
delivery of Common Stock or other securities, in cash or otherwise.
The foregoing paragraph shall not apply to (a) transactions by any person
other than the Company relating to shares of Common Stock or other securities
acquired in open market transactions after the completion of the public offering
provided for in the Purchase Agreement or (b) transfers of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock to a
member of the undersigned's immediate family or to a trust of which the
undersigned or an immediate family member is the beneficiary (either one a
"Transferee") provided that upon any such transfer, the Transferee shall sign a
letter substantially similar to this letter agreement agreeing not to sell,
grant any option to purchase, or otherwise transfer or dispose of any such
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock for the remainder of the above-referenced 180-day period.
The undersigned agrees that the provisions of this Agreement shall be
binding also upon the successors, assigns, heirs and personal representatives of
the undersigned and that any registration rights with respect to the offering of
Securities contemplated by the Purchase Agreement have been hereby waived.
Very truly yours,
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Signature:
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Print Name:
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