Exhibit 10.27
POST-CLOSING AGREEMENT
This Post-Closing Agreement is made and entered into, this 23rd day of
July, 1999, by and among WORLDWIDE WEB NETWORX CORPORATION ("WWWX"), INTRAC
ACQUISITION CORPORATION ("IAC"), THE INTRAC GROUP ("Intrac"), XXXXXX XXXXXXXXX
(`Xxxxxxxxx") and XXXX XXXX ("Xxxx", and WWWX, IAC, Intrac, Xxxxxxxxx and Levi
are sometimes hereafter referred to collectively as the "Parties").
WHEREAS, the Parties entered into that certain Agreement and Plan of
Merger, dated as of July 9, 1999 (the "Merger Agreement", and all capitalized
terms used herein and not otherwise defined herein shall have the same meaning
given to such terms in the Merger Agreement"); and
WHEREAS, the Closing took place this date; and
WHEREAS, the parties desire to enter into this Agreement, in connection
with the Closing, concerning the Merger Consideration and certain other
agreements by and among the parties.
NOW, THEREFORE, the parties hereto agree as follows, intending to be
legally bound hereby:
1. Within seven (7) days from the date of this Agreement:
a The Amended and Restated ATM Shareholders Agreement will be
prepared and signed by the Parties and Xxxxxx Xxxxxxxxx; and
b. WWWX will cause 240 shares of the common stock of ATM to be
issued and delivered to Xxxxxxxxx and Levi, pursuant to Section 3.2(c)
of the Merger Agreement, as follows:
Xxxxxxxxx 180 shares
Levi 60 shares
2. Within three (3) days from the date of this Agreement, Xxxxxxxxx and
Xxxx will be elected as directors of both ATM and IAC and to the following
offices of both ATM and IAC:
INITIALS [MN]
Xxxxxxxxx President & Chief Executive Officer [TS]
Levi Secretary, Treasurer & Chief Operating Officer [GL]
3. This will confirm that WWWX has, this date:
a. wired the total sum of $1,500,000 to Xxxxxxxxx and Xxxx in
accordance with their respective wiring instructions, pursuant to
Section 3.2(a) of the Merger Agreement, as follows:
Xxxxxxxxx $1,125,000
Levi $ 375,000
b. wired the sum of $1,000,000 to the account of IAC at PNC Bank
(Account No. 000 000 0000 pursuant to Section 3.3 of the Merger
Agreement; and
c, issued a letter of instructions to its transfer agent directing
the issuance and delivery of shares of its common stock to Xxxxxxxxx
and Levi, pursuant to Section 3.2 (b) of the Merger Agreement, as
follows:
Xxxxxxxxx 750,000 shares
Levi 250,000 shares
IN WITNESS WHEREOF, the parties have caused this Post-Closing Agreement to
be executed as of the date first above written.
//s// XXXXXX XXXXXXXXX
----------------------------------------
Xxxxxx Xxxxxxxxx
//s// XXXX XXXX//
---------------------------------------
Xxxx Xxxx
INTRAC ACQUISITION CORPORATION
By: //s// XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Representative
WWWX WORLDWIDE WEB NETORX
CORPORATION
By: //s// XXXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President - Finance and Chief
Financial Officer
