EXHIBIT 99.2
TERMINATION AGREEMENT
This TERMINATION AGREEMENT, dated as of September 25, 2000 (this
"AGREEMENT"), is made and entered into by and among Globalnet Xxxxxxxxx.xxx,
Inc., a Delaware corporation ("PARENT"), Texas Acquisition Corp., a Delaware
corporation ("SUB"), and Telescan, Inc., a Delaware corporation (the "COMPANY").
WHEREAS, Parent, Sub and the Company have agreed to terminate the Agreement
and Plan of Merger, dated as of August 16, 2000 (the "MERGER Agreement"), by and
among Parent, Sub and the Company on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. TERMINATION OF THE MERGER AGREEMENT. Subject to the terms hereof and
pursuant to Section 8.01(a) of the Merger Agreement, the parties hereto mutually
agree to terminate the Merger Agreement.
2. PAYMENT OF COMPANY EXPENSES. Notwithstanding the terms of Section 6.09
of the Merger Agreement, Parent agrees to pay the Company $250,000 as partial
compensation for out-of-pocket expenses incurred by the Company in connection
with the Merger Agreement. Such amount shall be payable by wire transfer in
immediately available funds as soon as practicable but in no event later than
October 2, 2000.
3. EXCHANGE OF SHARES HELD BY PARENT AND THE COMPANY. The Company agrees to
deliver to Parent, as promptly as practicable but in no event later than October
2, 2000, 272,500 shares of common stock of Parent (the "PARENT COMMON STOCK")
currently owned by the Company, and in exchange therefore Parent agrees to
concurrently deliver to the Company 545,000 shares of common stock of the
Company currently owned by Parent. The parties hereto agree that the shares of
Parent Common Stock delivered by the Company pursuant to this Section 3 shall be
deemed to be the shares of Parent Common Stock that have been held by the
Company for the shortest holding period or periods as of the date hereof as
determined pursuant to Rule 144(d)(3) of the Securities Act of 1933, as amended
(the "SECURITIES ACT").
4. PURCHASE BY PARENT OF PARENT COMMON STOCK OWNED BY THE COMPANY. Parent
agrees to purchase from the Company 276,495 shares of Parent Common Stock
currently owned by the Company at a price per share equal to $6.00. Such
purchase price shall be payable by wire transfer in immediately available funds
as promptly as practicable but in no event later than October 2, 2000, against
delivery of certificates duly endorsed in blank representing such shares. The
parties hereto agree that the shares of Parent Common Stock purchased by Parent
pursuant to this Section 4 shall be deemed to be the shares of Parent Common
Stock that have been held by the Company (after giving effect to Section 3
hereof) for the shortest holding period or periods as of the date hereof as
determined pursuant to Rule 144(d)(3) of the Securities Act.
5. LOCKUP. Prior to July 1, 2001, the Company shall not sell, transfer or
otherwise dispose of any shares of Parent Common Stock currently owned by the
Company without the prior written consent of Parent (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, the foregoing
restriction on the Company's right to sell, transfer or otherwise dispose of
such Parent Common Stock shall terminate with respect to 50,000 shares of Parent
Common Stock on the first day of each of the six consecutive calendar months
beginning on October 1, 2000; PROVIDED FURTHER, that the foregoing restriction
on the Company's right to sell, transfer or otherwise dispose of such Parent
Common Stock shall not prohibit the Company from pledging any shares of Parent
Common Stock to a lender, subject to these same restrictions, as collateral for
a loan. The release of the Parent Common Stock from the restrictions pursuant to
the first proviso of the immediately preceding sentence shall be deemed to apply
to the shares of Parent Common Stock held by the Company in the order of the
length of the holding period of such shares as of the date hereof as determined
pursuant to Rule 144(d)(3) of the Securities Act, with the shares of Parent
Common Stock with the longest holding period being released first. Except as set
forth in this Section 5, all other contractual restrictions on the ability of
the Company to sell, transfer or otherwise dispose of shares of Parent Common
Stock shall be terminated, including Section 4 of the Agreement, dated March 23,
2000, between the Company and Parent.
6. RELEASE. Except as otherwise set forth herein, including, without
limitation, Section 9 hereof, each party hereto and its officers and directors
shall be released from all obligations arising under the Merger Agreement and no
party hereto or any of its officers or directors shall have any liability for
any breach of any representations, warranties, covenants or agreements contained
in the Merger Agreement or otherwise arising out of or relating to the
transactions contemplated by the Merger Agreement.
7. COMMERCIAL AGREEMENTS. Parent and Company agree that all contracts or
other agreements between them shall as of the date hereof be terminated and no
further obligations shall exist thereunder, except with respect to the agreement
relating to CanadaInvest under which the parties shall continue to be obligated
to each other in accordance with the terms thereof until February 28, 2001.
8. PRESS RELEASE. The parties hereto agree that they shall issue a joint
press release as set forth in Exhibit A attached hereto before the opening of
business in New York on September 26, 2000.
9. CONFIDENTIALITY; PUBLIC STATEMENTS. The parties hereto agree that any
information or other materials (including copies) regarding any other party
obtained either prior to, or after, the execution of the Merger Agreement shall
not be used after the date hereof and shall be returned to the party from whom
such information or materials was obtained. The Confidentiality Agreement (as
defined in the Merger Agreement) shall remain in effect pursuant to the terms
thereof. Parent, Sub and the Company each agree that they will not disparage,
criticize or make any negative comments about one another in communications with
any non-party person or entity arising out of or relating to the Merger
Agreement and to the termination of the Merger Agreement. The Parties agree that
any violation of this Section 9 shall constitute a
material breach of this Agreement. The remedy for such breach shall be damages
and/or injunctive relief, as appropriate, for breach of contract.
8. MISCELLANEOUS. The provisions set forth in Sections 9.02, 9.09, 9.10 and
9.12 of the Merger Agreement are deemed to be incorporated herein as if set
forth herein in their entirety.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to
be signed by its officers thereunto duly authorized as of the date first above
written.
GLOBALNET XXXXXXXXX.XXX, INC.
By: /S/ XXX X. XXXXXX
Name: Xxx X. Xxxxxx
Title: General Counsel
TEXAS ACQUISITION CORP.
By: /S/ XXX X. XXXXXX
Name: Xxx X. Xxxxxx
Title: General Counsel
TELESCAN, INC.
By: /S/ XXX XXXXX
Name: Xxx Xxxxx
Title: CEO
