AMENDED AND RESTATED
CONSIDERATION SPLITTING AGREEMENT
The Consideration Splitting Agreement (the "Agreement"), dated as of
the 20th day of September, 1999, by and among, INFINITE TECHNOLGY INFORMATION
SERVICES, INC. (the "Company"), XXXX XXXXXXX ("Xxxxxxx"), XXXXX XxXXXXX
("XxXxxxx") and WOLOTSKY ENTERPRISES, INC. ("Wolotsky") (Xxxxxxx, XxXxxxx and
Wolotsky are referred to herein collectively as the "Company Shareholders"),
shall be amended and restated as follows:
WHEREAS, the Consideration to be delivered by the Parent to the Company
Stockholders, pursuant to the Merger Agreement, has been changed from 100,000
shares of Common Stock and $3,500,000, to (i) 350,000 shares of Common Stock,
(ii) a cash payment in the amount of $500,000, and (iii) a note in the amount of
$500,000; and
WHEREAS, the parties desire to amend the provisions of this Agreement
as a consequence of the foregoing and the deletion of the initial public
offering of Infinite Technology Group as a condition precedent to the Merger.
NOW, THEREFORE, the Agreement is hereby amended and restated to read as
herein set forth in full:
THIS AGREEMENT, dated as of September 20, 1999, by and among INFINITE
TECHNOLOGY INFORMATION SERVICES, INC., a New York corporation with an address at
00 Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the "Company"), XXXX XXXXXXX
("Xxxxxxx"), XXXXX XxXXXXX ("XxXxxxx") and WOLOTSKY ENTERPRISES, INC., a
Maryland corporation, with an address at 0000 Xxxxx Xxxx, Xxxxxx Xxxxxx, XX.
00000 ("Wolotsky") (Xxxxxxx, XxXxxxx and Wolotsky are referred to herein
collectively as the "Company Shareholders").
WHEREAS, the Board of Directors of the Company has approved an
Agreement and Plan of Merger, by and among the Company, Mercury Internet
Services, Inc., a New York corporation and wholly owned subsidiary of Parent
(the "Purchaser"), and Infinite Technology Group Ltd., a New York corporation
(the "Parent") (the "Merger Agreement"), pursuant to which the Company shall be
merged with and into the Purchaser; and
WHEREAS, all of the issued and outstanding shares of stock of any class
of the Company consist of One Hundred and Fifty (150) shares of Common Stock, no
par value, (the "Issued Company Shares") which are owned one third (1/3) each by
the Company Shareholders; and
WHEREAS, the Company Shareholders have voted a majority of the Issued
Company Shares in favor of the approval of the Merger Agreement and the
transactions contemplated hereby, including the Merger; and
WHEREAS, pursuant to the Merger Agreement the Parent will exchange an
aggregate of (i) Three Hundred and Fifty Thousand (350,000) shares of it's
Common Stock, $.01 par value per share (the "Shares"), (ii) a cash payment in
the amount of Five Hundred Thousand Dollars ($500,000) (the "Funds"), and (iii)
a promissory note in the amount of Five Hundred Thousand Dollars ($500,000) (the
"Note") (the Funds, Shares and Note shall collectively be referred to herein as
the "Consideration"), for the Issued Company Shares.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Company and the Company Shareholders agree as follows:
1. PURCHASE AND SALE OF THE ISSUED COMPANY SHARES.
1.1 The Company Shareholders agree that, at the time of the Merger, the
Consideration to be received from the Parent shall be distributed as follows:
(a) the Fifty (50) Issued Company Shares owned by Xxxxxxx
shall, by virtue of the Merger, be exchanged for 150,000 of the Shares;
(b) the Fifty (50) Issued Company Shares owned by XxXxxxx
shall, by virtue of the Merger, be exchanged for 150,000 of the Shares;
(c) the Fifty (50) Issued Company Shares owned by Wolotsky
shall, by virtue of the Merger, be exchanged for (i) 50,000 of the Shares, (ii)
the Funds, to be paid $200,000 upon consummation of the Merger, and $100,000 on
each of June 30, 2000, September 30, 2000 and December 31, 2000, and (iii) the
Note, which is payable on December 31, 2001, subject to mandatory prepayment if
the Parent closes on a public offering generating at least $10 million prior to
that date.
2. MISCELLANEOUS
2.1 Entire Agreement. This Agreement constitutes the entire agreement
among the parties and supersedes all prior agreements, understandings and
arrangements, oral or written, among the parties with respect to the subject
matter hereof.
2.2 Binding Effect. This Agreement shall inure to the benefit of and
shall be binding upon the parties and their respective heirs, legal
representatives, successors and assigns.
2.3 Section and Other Headings. This section and other headings
contained in this Agreement are for reference purposes only and shall not be
deemed to be a part of this Agreement or to affect the meaning or interpretation
of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Amended and
Restated Consideration Splitting Agreement as of the 28th day of February, 2000.
INFINITE TECHNOLOGY INFORMATION
SERVICES, INC.
By: /s/ Xxxx Xxxxxxx
_____________________________________
Name: Xxxx Xxxxxxx
Title: President
WOLOTSKY ENTERPRISES, INC.
By: /s/ Xxxx Xxxxxxxx
_____________________________________
Name: Xxxx Xxxxxxxx
Title: President
/s/ Xxxx Xxxxxxx
_________________________________________
Xxxx Xxxxxxx
/s/ Xxxxx XxXxxxx
_________________________________________
Xxxxx XxXxxxx
