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Exhibit 5.2
Termination Agreement and Release
by and between
Shared Technologies Cellular, Inc.
and
SATX, Inc.
dated February 2, 2000
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TERMINATION AGREEMENT AND RELEASE
TERMINATION AGREEMENT AND RELEASE, dated as of February 2, 2001 (this
"Agreement"), by and between SATX, Inc., a Nevada corporation, and Shared
Technologies Cellular, Inc., a Delaware corporation ("STCL").
WHEREAS, SATX and STCL have entered into an Agreement and Plan of
Merger dated as of November 14, 2000 (the "Merger Agreement"), pursuant to
which SATX would be merged with and into STCL and STCL would be the surviving
Corporation (the "Merger");
WHEREAS, the Boards of Directors of SATX and STCL resolved to
recommend approval and adoption by their respective stockholders of the Merger
Agreement and the Merger;
WHEREAS, SATX has entered into discussion with Lily Beter Capital
Group, Ltd., whereby Lily Beter Capital Group will act as a placement agent for
the purpose of raising capital for SATX;
WHEREAS, STCL has entered into discussion with Limage Holding USA,
Inc., whereby Limage Holding USA, Inc. will act as a placement agent for the
purpose of raising capital for STCL;
WHEREAS, neither SATX nor STCL is in breach of any representation,
warranty, obligation, condition, covenant or other agreement contained in the
Merger agreement;
WHEREAS, the Boards of Directors of SATX and STCL have now determined,
in light of recent developments, that it is in the best interests of their
respective stockholders to terminate the Merger Agreement and the Merger
transaction,
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound, the parties hereto agree as follows:
1. Termination. Pursuant to and in accordance with the
provisions of Section 5.1 (a) of the Merger Agreement, the Merger Agreement is
hereby terminated and the transactions contemplated thereby are hereby
abandoned by the mutual consent of the Boards of Directors of SATX and STCL;
2. Effect of Termination. Pursuant to Section 5.2 of the Merger
Agreement, the Merger Agreement shall hereby become void and have no effect,
and there shall be no liability hereunder on the part of SATX or STCL, except
that the provisions relating to confidentiality and fees and expenses shall
survive.
3. Release.
(a) Each party hereto, on behalf of itself and its
related Persons (defined below), hereby
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releases and forever discharges the other party hereto, and each of their
respective individual, joint or mutual, past, present, and future
representatives, affiliates, stockholders, controlling persons, subsidiaries,
successors and assignees (collectively, the "Releases"), from any and all
claims, demands, proceedings, causes of action, orders, obligations, contracts,
agreements, debts, whether known or unknown, suspected or unsuspected, both at
law and in equity, which each or any of their Related Persons now has, has ever
had, or may hereafter have against the respective Releases, on account of or
arising out of the Merger Agreement and the Merger transaction, including but
not limited to any right to indemnification or reimbursement from the other
party. For the purposes of this Agreement, Related Persons means any person
that, directly or indirectly, controls is controlled by, or is under common
control with, holds a material interest in, or serves as a director or officer
of SATX or STCL, as the case may be, and any person in which SATX or STCL holds
a material interests or serves as a general partner or a trustee (or in a
similar capacity).
(b) Each party hereto irrevocably covenants to refrain
from, directly or indirectly, asserting any claim or demand, or commencing,
instituting or causing to be commented, any proceeding of any kind against any
Releasee, based upon any matter purported to be released hereby.
IN WITNESS WHEREOF, each of SATX and STCL has caused this Agreement to
be executed by their respective officers thereunto duly authorized, all as of
the date first written, above.
SATX, INC.
By: /s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
Chairman and Chief Executive
Officer
SHARED CELLULAR TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Chairman and Chief Executive
Officer
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