Exhibit B
EXECUTION COPY
Form of Stock Purchase Agreement
This Stock Purchase Agreement, dated as of March 28, 2000 (this
"Agreement"), is entered into by and among Telescan, Inc., a Delaware
corporation ("Seller"), and ____________ ("Purchaser").
WHEREAS, Seller as of the date hereof owns shares of common stock,
par value $0.001 per share (the "Common Stock"), of GlobalNet Xxxxxxxxx.xxx,
Inc. (the "Company"); and
WHEREAS, Seller desires to sell and Purchaser desires to purchase
an aggregate of _________ shares of Common Stock (the "Shares") on the terms
and conditions set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
. Sale of Shares.
(a) Transfer of Shares. On March 31, 2000 (or such other date as
may be agreed by the parties hereto, the "Closing Date") and subject to the
terms and conditions set forth in this Agreement, Seller shall sell, transfer
and convey to Purchaser, without recourse to Seller (other than recourse for
the breach by Seller of the representations and warranties made by Seller in
Section 2 hereof), all of its right, title and interest in and to the Shares,
free and clear of all liens, security interests and encumbrances. Upon
delivery, the Shares will be registered in the name of Purchaser but shall
bear a restrictive legend thereon as contemplated by Rule 144 under the
Securities Act of 1933.
(b) Payment of Purchase Price. On the Closing Date and subject to
the terms and conditions set forth in this Agreement, Purchaser agrees to pay
to Seller, by wire transfer of immediately available funds to the account
designated in writing by Seller at least two business days prior to the
Closing Date, an aggregate purchase price (the "Purchase Price") equal to the
number of Shares sold hereunder multiplied by 85% of the closing price of the
Common Stock on the trading day immediately preceding the Closing Date, as
quoted on NASDAQ; provided, however, that in no event shall the Purchase
Price paid to Seller exceed $33 on a per share basis.
2. Representations and Warranties of Seller. Seller represents and
warrants to Purchaser as follows:
(a) Seller has full power and authority to execute and deliver
this Agreement and to carry out the transactions contemplated hereby. The
execution and delivery by Seller of
this Agreement and the consummation by Seller of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action. This Agreement has been duly and validly executed by Seller and,
assuming this Agreement constitutes the valid and binding agreement of
Purchaser, constitutes a valid and binding agreement of Seller, enforceable
against Seller in accordance with its terms, subject to applicable laws of
bankruptcy, insolvency and similar laws affecting creditors' rights generally
and the application of general rules of equity.
(b) Seller has valid title to the Shares, free and clear of all
liens, security interests and encumbrances. Seller acquired the Shares from
the Company and paid full consideration therefor on March 31, 1999.
(c) Seller is not now, nor has it been since acquiring the Shares
on March 31, 1999, an "affiliate" of the Company, as such term is defined in
Rule 144 of the Securities Act of 1933, as amended (the "Securities Act").
(d) The representations and warranties set forth in this Section 2
are the only representations and warranties made by Seller. EXCEPT AS SET
FORTH HEREIN, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND
EXCLUDED.
3. Representations and Warranties of Purchaser. Purchaser represents
and warrants to Seller as follows:
(a) Purchaser has full power and authority to execute and deliver
this Agreement and to carry out the transactions contemplated hereby. The
execution and delivery by Purchaser of this Agreement and the consummation by
Purchaser of the transactions contemplated hereby have been duly authorized
by all necessary actions. This Agreement has been duly and validly executed
by Purchaser and, assuming this Agreement constitutes the valid and binding
agreement of Seller, constitutes a valid and binding agreement of Purchaser,
enforceable against Purchaser in accordance with its terms, subject to
applicable laws of bankruptcy, insolvency and similar laws affecting
creditors' rights generally and the application of general rules of equity.
(b) Purchaser either meets the definition of "qualified
institutional buyer" under Rule 144A of the Securities Act or has total
assets in excess of $5 million.
4. Miscellaneous.
(a) Further Assurances. Each party hereto shall from time to
time, at the request of the other party and without further cost or expense
-2-
to the party to whom such request is made, execute and deliver such other
instruments of conveyance and transfer and take such other actions as such
other party may reasonably request in order to more effectively consummate
the transactions contemplated hereby.
(b) Opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx. Purchaser's obligation
to consummate the transactions contemplated by this Agreement shall be
subject to the delivery on or prior to the Closing Date of an opinion by
Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to Seller, substantially in the form
attached as Exhibit A hereto.
(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 contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
(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.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written by their respective duly
authorized officers.
TELESCAN, INC.
By:---------------------------------------
Name:
Title:
[PURCHASER]
By:-------------------------------------
Name:
Title:
-4-
