Exhibit A
EXECUTION COPY
Agreement
This Agreement, dated as of March 23, 2000 (this "Agreement"), is
entered into between Telescan, Inc., a Delaware corporation ("Telescan"), and
GlobalNet Xxxxxxxxx.xxx, Inc., a Delaware corporation (the "Company").
WHEREAS, Telescan owns as of the date hereof 862,694 shares of
common stock, par value $0.001 per share ("Common Stock") of the Company
(such shares, the "Existing Shares");
WHEREAS, pursuant to the Stock Option Agreement, dated March 31,
1999 (the "Option Agreement"), Telescan has an option (the "Option") to
purchase 2,768,895 shares of Common Stock (such shares, the "Option Shares")
at a purchase price of $12.00 per share (the "Exercise Price"), for an
aggregate purchase price of $33,226,740;
WHEREAS, Telescan desires to exercise the Option on the terms set
forth herein and in the Option Agreement; and
WHEREAS, the parties hereto desire to set forth additional terms of
the Option, the Existing Shares, the Option Shares and certain other
agreements of the parties.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Option Agreement. (a) The terms of the Option Agreement
are incorporated herein. To the extent the terms of the Option Agreement
conflict with or are inconsistent with the terms hereof, the terms hereof
shall supersede the terms of the Option Agreement.
(b) The Company represents that the number of shares currently
subject to issuance to Telescan under the Option Agreement is 2,768,895
(which, together with the 862,694 shares now owned by Telescan, represent
19.9% of the outstanding shares of the Company's common stock) and that the
current per share exercise price is $12.
Section 2. Exercise of Option. Subject to Section 3 hereof, the
Option shall be exercised in full by Telescan on or prior to April 4, 2000
(as such date may be extended pursuant to Section 3(b) hereof, the
"Expiration Date") at an exercise price per share equal to the Exercise Price
and upon such other terms and conditions set forth in the Option Agreement;
provided, however, that, with respect to 986,211 Option Shares (the "Cashless
Shares"), in lieu of paying the Exercise Price therefor, the number of such
Cashless Shares issued by the Company to Telescan shall be reduced to a
number equal to (A) 986,211 multiplied by (B) a fraction, the numerator of
which is the excess of the Market Price on the date of exercise over the
Exercise Price and the denominator of which is the Market Price on the date
of exercise. Telescan shall pay to the Company an aggregate Exercise Price
of $21,392,205 (the "Cash Exercise Price") with respect to the remaining
1,782,684 Option Shares. For purposes hereof, "Market Price" shall mean,
with respect to a share of Common Stock on any date, the closing price of the
Common Stock on the immediately preceding trading day, as quoted on Nasdaq.
Section 3. Placement of Existing Shares. (a) The Company shall
assist Telescan in identifying purchasers to purchase such number of
Telescan's Existing Shares (the "Sales Shares") as are necessary to raise
aggregate proceeds equal to the Cash Exercise Price; provided, that such
purchasers shall pay an average per share purchase price of not less than 85%
of the Market Price (but not more than $33 per share) on the date of such
purchase. Telescan shall enter into agreements, substantially in the form of
Exhibit A hereto, with such identified purchasers to provide for the sale of
the such Existing Shares; provided that, in the event such agreements have
not been entered into on or prior to March 29, 2000, Telescan may, in its
sole discretion, choose not to sell all or part of the Sales Shares to such
identified purchasers.
(b) All of the proceeds up to $21,392,205 received by Telescan from
the sale of the Sales Shares to purchasers identified by the Company shall be
paid over to the Company as part of the Cash Exercise Price. In the event
that any such identified purchaser of the Sales Shares fails to make payment
in full in immediately available funds to Telescan at least one business day
prior to the Expiration Date or the sale by Telescan to such identified
purchasers yields less than $21,392,205, then the Expiration Date shall be
extended as reasonably necessary for Telescan to receive such funds or to
make alternative arrangements to finance the remainder of the Cash Exercise
Price, but in no event shall the Expiration Date be later than May 1, 2000.
Section 4. Transfer Restrictions. (a) Prior to January 1, 2001,
Telescan agrees not to sell, transfer or otherwise dispose of any Existing
Shares (other than the sale of Existing Shares necessary to finance the Cash
Exercise Price pursuant to Section 3(a) hereof or otherwise) without the
prior written consent of the Company (which consent shall not be unreasonably
withheld in the case of any private sale in which the transferee is subject
to these same restrictions); provided; however, that the restriction
contained in this Section 4(a) shall not prohibit Telescan from pledging the
Existing Shares to a lender, subject to these same restrictions, as
collateral for a loan.
(b) Prior to July 1, 2001, Telescan agrees not to sell, transfer
or otherwise dispose of any Option Shares without the prior written consent
of the Company (which consent shall not be unreasonably withheld in the case
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of any private sale in which the transferee is subject to these same
restrictions); provided; however, that the restriction contained in this
Section 4(b) shall not prohibit Telescan from pledging the Option Shares to a
lender, subject to these same restrictions, as collateral for a loan.
Section 5. Relationship of Parties. Each party hereby represents
and warrants that it is not an "affiliate" of the other party, as such term
is defined in Rule 144 of the Securities Act of 1933, as amended.
Section 6. Miscellaneous.
(a) Further Assurances. Each party hereto shall from time to
time, at the request of another party and without further cost or expense to
the party to whom such request is made, execute and deliver such other
instruments and take such other actions as such other party may reasonably
request in order to more effectively consummate the transactions contemplated
hereby.
(b) Governing Law. This Agreement shall be construed under and
governed by the laws of the State of New York without regard to the conflicts
of laws provisions thereof.
(c) Amendment. This Agreement may not be amended, modified or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
(d) Complete Agreement. This Agreement and the other instruments
or agreements referred to herein contains the entire understanding of the
parties with respect to the subject matter hereof and thereof and supersedes
all prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof and thereof.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
each of which shall be deemed an original
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written by their duly authorized
officers.
TELESCAN, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Senior V.P.
GLOBALNET XXXXXXXXX.XXX, INC.
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Chief Financial Officer/Secretary
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