-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VrNovi4jBvMsOjdXNCEGaWPczI7a4tb4Q2n2xuTRePTeQYiQg27IwWXP0oJ0mg9Z GRdL8tb9S59fKV02163ilw== 0000950137-00-000640.txt : 20000225 0000950137-00-000640.hdr.sgml : 20000225 ACCESSION NUMBER: 0000950137-00-000640 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEXON TECHNOLOGIES INC CENTRAL INDEX KEY: 0001065189 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870502701 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58579 FILM NUMBER: 552517 BUSINESS ADDRESS: STREET 1: 1401 BROOK DRIVE CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 6309166196 FORMER COMPANY: FORMER CONFORMED NAME: REXFORD INC DATE OF NAME CHANGE: 19980630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PERINO ANTHONY CENTRAL INDEX KEY: 0001107489 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 355361960 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O TOPE CORP. STREET 2: 720 PLAINFIELD ROAD, SUITE 200 CITY: WILLBROOK STATE: IL ZIP: 60521 BUSINESS PHONE: 6309166196 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LEXON Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 52977N 10 9 (Cusip Number) ANTHONY PERINO c/o Tope Corporation 720 Plainfield Road, Suite 200, Willowbrook, Illinois 60521 (Name, Address and Telephone Number of Person Authorized to Receive Notes and Communications) February 9, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 52977N 10 9 Page 2 of 6 Pages - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony Perino S.S.N.: ###-##-#### - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The United States of America - ------------------------------------------------------------------------------- 7 Sole Voting Power 11,101,700 NUMBER OF ---------------------------------------------- SHARES 8 Shared Voting Power 0 BENEFICIALLY ---------------------------------------------- OWNED BY 9 Sole Dispositive Power 7,100,000 EACH ---------------------------------------------- REPORTING 10 Shared Dispositive Power 0 PERSON WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,101,700 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.9% - ------------------------------------------------------------------------------- 14 TYPE OF PERSON REPORTING* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION - ------------------------------------------------------------------------------- 3 Page 3 of 6 pages Item 1. Security and Issuer. This Schedule 13-D, dated February 22, 2000, filed by Anthony Perino, relates to the common stock, par value $.001 per share, of LEXON Technologies, Inc., a Delaware corporation (the "Issuer" or "LEXON"). The principal executive offices of the Issuer are located at 1401 Brook Drive, Downers Grove, Illinois 60515. Item 2. Identity and Background. This statement is being filed by Anthony Perino. His business address is c/o Tope Corporation, 720 Plainfield Road, Suite 200, Willowbrook, Illinois 60521. Mr. Perino's principal occupation is as a private businessman and his business is principally conducted through Tope Corporation, an Illinois corporation. During the last five years, Mr. Perino has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mr. Perino was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Perino is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Under the terms of a Stock Purchase Agreement, dated February 9, 2000, by and among LEXON, Steven J. Peskaitis and Mr. Perino, Mr. Perino acquired (a) 1,000,000 shares of LEXON common stock from LEXON in exchange for $250,000 and (b) 2,000,000 shares of LEXON common stock from Steven J. Peskaitis in exchange for $500. Mr. Perino used cash from personal reserves to fund his acquisition of the shares of Lexon common stock. In addition, Mr. Perino acquired three Common Stock Purchase Warrants, identified as A, B and C, respectively, for no cost. Warrant A is immediately exercisable for 2,600,000 shares of Lexon common stock at an exercise price of $0.25 per share and terminates on September 1, 2000. Warrant B is immediately exercisable for 1,000,000 shares of Lexon common stock at an exercise price of $0.25 per share and terminates on the earlier of February 9, 2001 or September 1, 2000 if Mr. Perino fails to fully exercise Warrant A prior to the expiration thereof. Warrant C is immediately exercisable for 500,000 shares of Lexon common stock at an exercise price of $0.50 per share and terminates on the earlier of February 9, 2001 or September 1, 2000 if Mr. Perino fails to fully exercise Warrant A or Warrant B prior to the expiration(s) thereof. Pursuant to an accompanying Registration Rights Agreement, each of Warrants A, B and C contain uniform piggy-back and demand registration rights with respect to the shares of Lexon common stock subject to each of such Warrants, which demand registration rights become exercisable on February 7, 2001. In addition, under a Voting Trust Agreement, dated February 9, 2000, Steven J. Peskaitis and Stanley Peskaitis deposited 2,774,600 and 1,227,100 shares, respectively, of LEXON common stock into a Voting Trust and appointed Mr. Perino Voting Trustee with respect thereto. The Voting Trust will terminate no later than February 9, 2001. Mr. Perino will receive no financial or pecuniary gain from serving as Voting Trustee of the Voting Trust. In addition, Messrs. Peskaitis and Peskaitis maintained all pecuniary rights to the shares of Lexon common stock deposited in the Voting Trust. 4 Page 4 of 6 Pages Item 4. Purpose of Transaction. The purposes of the transactions described in the preceding paragraphs was and, to the extent that Mr. Perino exercises his rights to purchase other equity securities of the Issuer, will be to raise equity financing to fund Lexon's working capital needs. In connection with his investment, Mr. Perino gained voting control over a majority of Lexon's issued and outstanding common stock. Furthermore, under the terms of the Stock Purchase Agreement, Steven J. Peskaitis resigned as LEXON's Chief Executive Officer and President but retained his seat on Lexon's Board of Directors and Mr. Thomas Rieck resigned as a director of the Company. Immediately preceding Mr. Rieck's resignation, the Board of Directors amended Lexon's By-Laws to provide for a seven-member Board of Directors and appointed Mr. Perino, Peter Haleas and Jerome Wolowicki to the Issuer's Board of Directors. In addition, Mr. Perino was elected Chairman and Chief Executive Officer of Lexon. In addition, under the terms of the Stock Purchase Agreement, Mr. Perino will, subject to the satisfaction of certain conditions, purchase an additional 2,400,000 shares of LEXON common stock from LEXON and Mr. Peskaitis in exchange for a cash payment of $100,500 on or around March 7, 2000. Item 5. Interest in Securities of the Issuer. As of February 9, 2000, Mr. Perino is deemed to beneficially own 11,101,700 shares of Lexon common stock (approximately 62.9% of the Lexon common stock outstanding). The percentage of Lexon common stock beneficially owned by Mr. Perino is calculated based upon the total number of shares of Lexon common stock outstanding as of the close of business on February 9, 2000. Of the 11,101,700 shares of Lexon common stock beneficially owned by Mr. Perino (a) Mr. Perino owns 3,000,000 shares and has sole power to vote and dispose of such shares; (b) Mr. Perino owns currently exercisable Warrants for the purchase of 4,100,000 shares; and (c) Mr. Perino has sole voting power, as Voting Trustee, over an additional 4,001,700 shares. Of the 4,001,700 shares of Lexon common stock over which Mr. Perino has sole voting power as Voting Trustee, pursuant to the terms of the Voting Trust Agreement, Steven J. Peskaitis and Stanley Peskaitis each have sole dispositive power over 2,774,600 and 1,227,100 shares, respectively. Set forth below is information with respect to all of Mr. Perino's transactions in Lexon common stock within the 60 day period preceding the date of this filing. 5 Page 5 of 6 Pages Date Transaction Number of Shares Price Per Share - ---- ----------- ---------------- --------------- 2/9/00 Acquisition from Lexon 1,000,000 $0.25 2/9/00 Acquisition from Steven J. Peskaitis 2,000,000 $0.00025 2/9/00 Acquisition of Warrant A exercisable for common stock. 2,600,000 (1) ------ 2/9/00 Acquisition of Warrant B exercisable for common stock. 1,000,000 (2) ------ 2/9/00 Acquisition of Warrant C exercisable for common stock. 500,000 (3) ------ 2/9/00 Acquisition (as Voting Trustee) from Steven J. Peskaitis 2,774,600 ------ 2/9/00 Acquisition (as Voting Trustee) from Stanley Peskaitis 1,277,700 ------ (1) See Item 3 (2) See Item 3 (3) See Item 3 Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer. Under a Voting Trust Agreement, Anthony Perino, as Voting Trustee, has acquired voting control over 2,774,600 and 1,227,100 shares of Lexon common stock placed in a Voting Trust by each of Steven J. Peskaitis and Stanley Peskaitis, respectively. Under the terms of the Voting Trust Agreement, the stock certificates representing the shares placed in the Voting Trust have been reissued in the name of the Voting Trustee and are held by him. Mr. Perino, as Voting Trustee, has delivered to Messrs. Peskaitis and Peskaitis Voting Trust Certificates in exchange for their shares of Lexon common stock deposited in the Voting Trust. As such, the shares deposited in the Voting Trust cannot be transferred without the transferee having notice that such deposited shares remain subject to the Voting Trust Agreement. Under a Post-Closing Agreement, dated February 9, 2000, by and among Mr. Perino, Steven J. Peskaitis and Stanley Peskaitis, the Voting Trust Agreement described above will be amended to provide for (a) the deposit of an additional 1,500,000 shares of the LEXON common stock into the Voting Trust, subject to the prior rights of the holders of certain liens with respect to such shares, and (b) the release of shares from the Voting Trust to the extent such released shares are not necessary for Mr. Perino to maintain voting control over fifty-one percent (51%) of LEXON'S issued and outstanding common stock. In addition, under the terms of the Stock Purchase Agreement, Mr. Perino will, subject to certain conditions, purchase an additional 2,400,000 shares of LEXON common stock from LEXON and Mr. Peskaitis in exchange for a cash payment of $100,500 on or around March 7, 2000. Item 7. Material to be Filed as Exhibits. Exhibit A Stock Purchase Agreement Exhibit B Voting Trust Agreement Exhibit C Registration Rights Agreement Exhibit D Post-Closing Agreement 6 Page 6 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 22, 2000 By: /s/ Anthony Perino -------------------------------------- Name: Anthony Perino EX-99.A 2 STOCK PURCHASE AGREEMENT 1 EXHIBIT A STOCK PURCHASE AGREEMENT ------------ DATED FEBRUARY 9, 2000 ------------ BY AND AMONG ANTHONY PERINO as Buyer AND LEXON TECHNOLOGIES, INC. and STEVEN J. PESKAITIS as Sellers 2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into this 9th day of February, 2000 by and among Anthony Perino, an individual, and resident of the State of Illinois ("Buyer"), LEXON Technologies, Inc. a Delaware corporation ("Lexon" or the "Company"), and Steven J. Peskaitis, an individual and resident of the State of Illinois ("Peskaitis," with Lexon and Peskaitis being hereinafter sometimes referred to individually as a "Seller" and collectively as the "Sellers"). WITNESSETH: WHEREAS, the Company desires to issue and sell 1,400,000 shares (the "Company Shares") of its common stock, $0.001 par value per share (the "Common Stock") upon the terms and conditions set forth herein; and WHEREAS, Peskaitis desires to sell up to 4,000,000 shares (the "Peskaitis Shares," with the Company Shares and the Peskaitis Shares being hereinafter sometimes collectively referred to as the "Shares") of Common Stock standing in his name on the stock transfer records of the Company upon the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the foregoing, the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I CLOSING 1.1 Time and Place of Closing. The First Closing shall take place on February 9, 2000, at the offices of Ross & Hardies, 150 North Michigan Avenue, Suite 2500, Chicago, Illinois 60601, commencing at 9:00 a.m., or such other date as may be agreed upon by the parties (the "First Closing Date"); provided that all of the conditions precedent to the First Closing 2 3 identified in Section 7 hereof have been satisfied. The Second Closing shall take place on March 7, 2000, at the offices of Ross & Hardies, 150 North Michigan Avenue, Suite 2500, Chicago, Illinois 60601, commencing at 9:00 a.m. or such other date as may be agreed upon by the parties (the "Second Closing Date"); provided that all of the conditions precedent to the Second Closing identified in Section 7 hereof shall have been satisfied. ARTICLE II PURCHASE AND SALE OF STOCK 2.1 Sale and Purchase of Stock. Subject to the terms and provisions of this Agreement, Sellers shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase: (a) At the First Closing (i) 1,000,000 Shares of Common Stock from the Company (the "First Closing Company Shares"); and (ii) 2,000,000 shares of Common Stock from Peskaitis (the "First Closing Peskaitis Shares," with the First Closing Company Shares and the First Closing Peskaitis Shares being hereinafter sometimes collectively referred to as the "First Closing Shares") (b) At the Second Closing (i) 400,000 Shares of Common Stock from the Company (the "Second Closing Company Shares"); and (ii) 2,000,000 Shares of Common Stock from Peskaitis (the "Second Closing Peskaitis Shares," with the Second Closing Company Shares and the Second Closing Peskaitis Shares being hereinafter sometimes collectively referred to as the "Second Closing Share") for the Purchase price set forth in Section 3.1 hereof. 3 4 2.2 Transfer and Sales Tax. Sellers shall bear and pay all stock transfer taxes and sales taxes, if any, payable with respect to the transactions provided for in this Agreement. ARTICLE III PURCHASE PRICE 3.1 Purchase Price for Shares. Buyer shall pay to Sellers as consideration for the Shares the amounts set forth below, at the time and in the manner specified below: (a) For the First Closing Company Shares, $0.25 per share, or an aggregate of $250,000 (the "First Closing Company Payment"), payable to the Company by wire transfer of immediately available funds; (b) For the First Closing Peskaitis Shares, $0.00025 per share, or an aggregate of $500 (the "First Closing Peskaitis Payment"), payable to Peskaitis by check; (c) For the Second Closing Company Shares, $0.25 per share, or an aggregate of $100,000 (the "Second Closing Company Payment"), payable to the Company by wire transfer of immediately available funds; and (d) For the Second Closing Peskaitis Shares, $0.00025 per share, or an aggregate of $500 (the "Second Closing Peskaitis Payment," with the First Closing Company Payment, the First Closing Peskaitis Payment, the Second Closing Company Payment and the Second Closing Peskaitis Payment being hereinafter sometimes collectively referred to as the "Purchase Price") payable to Peskaitis by check ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER Sellers hereby jointly and severally make the following representations and warranties to Buyer, each of which (i) are true, correct and complete as of the First Closing Date, and (ii) will be true, correct and complete as of the Second Closing Date. 4 5 4.1 Organization and Qualification. (a) Lexon is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to enter into this Agreement, to consummate the transactions contemplated hereby, to own and lease the properties and other assets it presently owns or leases and to carry on its business as presently conducted. (b) The copy of the Articles of Incorporation, and all amendments thereto, of the Company, as certified by the Secretary of State of the State of Delaware, and of the By-Laws, as amended to date, of the Company, as certified by its Secretary, delivered to Buyer at the First Closing are true, complete and correct copies of the Articles of Incorporation and By-Laws of the Company, as amended and presently in effect. All minutes for proceedings of the Company's stockholders and directors are contained in the minute books of the Company. There are no matters, events, actions or proceedings taken or omitted to be taken by the directors or stockholders not included in the minute books, where the taking or omission to take such action would have a material, adverse effect on the Company, the rights of the Company to enter into the transactions contemplated by this Agreement or the realization by Buyer of the benefits to be received by it hereunder. (c) Lexon is duly licensed or qualified to do business as a foreign corporation, and is in good standing, in the State of Illinois and in every other domestic and foreign jurisdiction in which Lexon is required to be so licensed or qualified. 4.2 Capitalization. The entire authorized capital stock of Lexon and the number of shares thereof which are issued and outstanding are as follows: 5 6 ================================================================================ NUMBER OF NUMBER OF SHARES ISSUED AUTHORIZED SHARES CLASS AND OUTSTANDING - -------------------------------------------------------------------------------- 10,000,000 Common Stock, $.001 par value 12,541,561 - -------------------------------------------------------------------------------- All of the outstanding shares of capital stock of the Company are duly authorized and validly issued and outstanding, fully paid and non-assessable, and were not issued in violation of any preemptive rights. Except as set forth in Schedule 4.2, there are no shares of capital stock in treasury, and there are no shares of capital stock reserved for issuance. Except as set forth in Schedule 4.2, there are no outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments to issue, or contracts or any other agreements obligating Lexon to issue, any shares of its capital stock, or securities convertible into such stock. Except for this Agreement, that certain Voting Trust Agreement, dated of even date herewith, by and among Steven J. Peskaitis, Stanley Peskaitis and Anthony Perino, as (the "Voting Trust Agreement"), and as otherwise set forth in Schedule 4.2 hereto, Peskaitis is not a party to any contract or agreement which would require him to transfer title to any shares of the Company's capital stock now owned by him or which he has the right to acquire in the future. Except for this Agreement, the Voting Trust and as disclosed on Schedule 4.2, there are no agreements or understandings with respect to the voting, holding or selling of any shares of capital stock of Lexon, or any contractual obligations of Lexon or Peskaitis with respect to Lexon's capital stock. Except for that certain Registration Rights Agreement, of even date herewith, by and between Lexon and Buyer (the "Registration Rights Agreement") and as otherwise set forth in Schedule 6 7 4.2 hereto, no person has any right to require Lexon to register any of its securities under the Securities Exchange Act of 1933, as amended (the "1933 Act"). 4.3 Status of Company Shares. The First Closing Company Shares and the Second Closing Company Shares when issues and delivered in accordance with the terms hereof, and the shares of Common Stock to be issued upon exercise of the Common Stock Purchase Warrants to be issued by the Company to Buyer pursuant to the terms hereof, when issued and delivered upon conversion of the Common Stock Purchase Warrants, will be duly authorized, validly issued, fully-paid and non-assessable and shall not have been issued in violation of any preemptive or other right held by any person or entity. 4.4 Title to Shares. Except to the extent set forth in Schedule 4.4, Peskaitis owns and has good and marketable title to the Peskaitis Shares and those shares of Common Stock to be transferred by Peskaitis to Anthony Perino, as Voting Trustee, pursuant to the Voting Trust Agreement (such shares of Common Stock being hereinafter referred to as the "Peskaitis Voting Trust Shares"), free and clear of any lien, pledge, claim, encumbrance, restriction or right of any third party of any kind. Peskaitis has complete and unrestricted authority to sell the Peskaitis Shares and to transfer the Peskaitis Voting Trust Shares in accordance with the Voting Trust Agreement and there are no trust agreements, shareholders' agreements, redemption agreements, buy-sell agreements, restrictive stock transfer agreements, voting trusts, proxies or similar agreements pertaining to the Peskaitis Shares or the Peskaitis Voting Trust Shares which would preclude or require the consent of any person other than Peskaitis to the sale of the Peskaitis Shares contemplated by this Agreement or the transfer of the Peskaitis Voting Trust Shares as contemplated by the Voting Trust Agreement or would give any person any right or interest in 7 8 the Peskaitis Shares or in the Voting Trust Agreement after the consummation of the transactions contemplated herein. Peskaitis will convey to Buyer good and marketable title to the Peskaitis Shares, free and clear of any lien, pledge, claim, encumbrance, restriction or right of any third party of any kind. Stanley Peskaitis has complete and unrestricted authority to transfer those shares of Common Stock to be transferred by him to Anthony Perino, as Voting Trustee, pursuant to the Voting Trust Agreement (such shares of Common Stock being hereinafter referred to as the "Additional Voting Trust Shares," with the Peskaitis Voting Trust Shares and the Additional Voting Trust Shares being sometimes hereinafter referred to collectively as the "Voting Trust Shares") and there are not trust agreements, shareholders' agreements, redemption agreements, buy-sell agreements, restrictive stock transfer agreements, voting trusts, proxies or similar agreements pertaining to the Additional Voting Trust Shares which would preclude or require the consent of any person other than Stanley Peskaitis to the transfer of the Additional Voting Trust Shares as contemplated by the Voting Trust Agreement or would give any person any right or interest in the Additional Voting Trust Shares after the consummation of the transactions contemplated in the Voting Trust Agreement. 4.5 Authority. Each of Peskaitis and Lexon has full power, capacity and authority (corporate or otherwise) to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by each of Peskaitis and Lexon, and no other proceedings (corporate or otherwise) on the part of either Peskaitis or Lexon are necessary to authorize this Agreement or to consummate the 8 9 transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Peskaitis and Lexon, and constitutes a legal, valid and binding agreement of each of Peskaitis and Lexon. 4.6 Consents and Approvals. Except for required consents identified on Schedule 4.6, there is no authorization, consent, order or approval of, or notice to or filing with, any individual or entity required to be obtained or given in order for Peskaitis, Lexon or any of the Subsidiaries (as hereinafter defined) to consummate the transactions contemplated hereby and fully perform their respective obligations hereunder. 4.7 Absence of Conflicts. The execution, delivery and performance by Peskaitis and Lexon of this Agreement and the consummation by Peskaitis and Lexon of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which Peskaitis, Lexon or any of the Subsidiaries are subject, (ii) violate any order, judgment or decree applicable to Peskaitis, Lexon, or any of the Subsidiaries, (iii) conflict with or result in a breach or default, or result in any event which would materially interfere with Peskaitis' or Lexons' ability to consummate the transactions contemplated hereby, under any term or condition of the Articles of Incorporation or By-Laws of Lexon, or any bond, debenture, note, indenture, mortgage, deed of trust, loan or credit agreement, contract, lease, judgment, decree, order, award or any other material agreement or instrument to which any of Peskaitis, Lexon or any of the Subsidiaries is a party or by which any of them or their assets is bound, or (iv) cause, or give any person grounds to cause, the maturity of any debt, liability or obligation of Peskaitis, Lexon or any of the Subsidiaries to be accelerated, or the amount thereof to be increased. 9 10 4.8 Subsidiaries; Acquisitions; Dispositions. (a) Except for those subsidiaries listed on Schedule 4.8(a) (individually, a "Subsidiary" and, collectively, the "Subsidiaries"), Lexon does not directly or indirectly control, and has never owned or controlled, any corporation. (b) Each of the Subsidiaries is duly organized, validly existing and in good standing under the laws of their respective states of incorporation as set forth on Schedule 4.8(b). The Subsidiaries have all necessary corporate powers to own their properties and to operate their business as now owned and operated. Complete copies of the Articles of Incorporation, By-laws, minutes and stock transfer records of each such Subsidiary are in the possession and control of Lexon. (c) The authorized capital stock of each of the Subsidiaries is disclosed on Schedule 4.8(c). All shares of capital stock of each of the Subsidiaries have been validly issued, are fully paid and nonassessable, were issued in compliance with applicable federal and state securities laws, and, are wholly-owned by Lexon free and clear of any pre-emptive rights, claims, security interests encumbrances or restrictions of any kind. There are no outstanding subscriptions, options, rights, warrants, convertible securities or other agreements or commitments obligating any Subsidiary to issue or to transfer from treasury any additional shares of capital stock or any securities convertible into or which grant the holder the right to acquire any capital stock of any Subsidiary. (d) Schedule 4.8(d) lists the name of each business whose capital stock or assets were acquired by Lexon or any Subsidiaries since the respective dates of their formation. 10 11 Complete copies of all agreements which effect those acquisitions or were executed in connection therewith are in the possession and control of Lexon. (e) Schedule 4.8(e) lists each partnership, limited partnership, limited liability company, joint venture or other business entity in which Lexon has an investment and describes the nature and extent of that investment. (f) Schedule 4.8(f) lists each Subsidiary, partnership, joint venture or other business disposed of by Lexon or any Subsidiaries since the respective dates of their formation. (g) Each of the Subsidiaries is duly licensed or qualified to do business as a foreign corporation, and is in good standing, in every domestic and foreign jurisdiction in which such Subsidiary is required to be so licensed or qualified, except where the failure to be so licensed or qualified would not have a material adverse effect on such Subsidiary, its business or assets. 4.9 Financial Statements. Lexon has previously delivered to Buyer true and correct copies of the audited consolidated financial statements, including the accountants' reports thereon and all notes thereto, of Lexon as of December 31, 1997 and December 31, 1998, together with true and correct copies of the unaudited interim consolidated financial statements, including notes thereto, of Lexon as of June 30, 1999 and November 30, 1999 (collectively, the "Financial Statements"). The Financial Statements (i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, are correct and complete and are in accordance with the books and records of Lexon, (ii) present fairly the financial position and condition of Lexon and the related results of operations as at the dates and for the periods then ended (subject, in the case of the unaudited statements, to customary year-end adjustments, 11 12 which adjustments shall not be material) and (iii) contain no material misstatements or omissions which under generally accepted accounting principals would be required to be disclosed for financial statement purposes. 4.10 Absence of Undisclosed Liabilities. Except as and to the extent accrued or reserved for in the Financial Statements, Lexon does not have any liabilities or obligations, whether accrued, absolute or contingent, determined or undetermined, known or unknown or whether due or to become due (including, without limitation, obligations as a guarantor), which are not reflected in the Financial Statements other than those incurred in the ordinary course of business and consistent with past practice since November 30, 1999. 4.11 Absence of Certain Changes or Events. Except as set forth in Schedule 4.11, since November 30, 1999 there has not been (a) any damage, destruction or casualty loss to the assets of Lexon which has not been repaired, replaced or corrected (whether covered by insurance or not); (b) any material adverse change in the business, assets, properties, operations, prospects or financial condition of Lexon, or any fact or condition which could reasonably be expected to cause such a change; (c) any entry into any transaction, commitment or agreement (including, without limitation, any borrowing) material to Lexon, or outside the ordinary course of business; (d) any redemption, repurchase or other acquisition for value by Lexon of its capital stock or any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property with respect to Lexon's capital stock; (e) any increase in the rate or terms of compensation payable or to become payable by Lexon to its directors, officers or employees, or any increase in the rate or change in the terms of any employment agreement or compensatory arrangement, or any bonus, pension, insurance or other employee benefit plan, or any payment or 12 13 benefit made to or for any such director, officer or employee; (f) any sale, transfer or other disposition of any asset of Lexon to any party, except for payment of third-party obligations incurred in the ordinary course of business in accordance with Lexon's regular payment practices; (g) any termination or waiver of any rights of material value to the business of Lexon; (h) except as set forth on Schedule 4.11(h), any failure by Lexon to pay its accounts payable or other obligations as and when the same became due and payable and otherwise in the ordinary course of business consistent with past practices; (i) any capital expenditure for additions to property or equipment by Lexon in excess of $10,000; (j) any split, combination, exchange or reclassification of shares of capital stock of Lexon; (k) other than this Agreement, the Warrants, any issuance or any agreement executed with respect to the future issuance of capital stock of Lexon or of securities convertible into or rights to acquire any such capital stock; (l) any change in any method of accounting or accounting practice, principle or procedure; (m) any action or inaction which might cause Lexon to incur any tax liability not in the ordinary course of business; (n) any pledge of any of the assets or properties of Lexon or any action or inaction which would subject any such asset or property to any lien, security interest, mortgage, pledge, claim, charge or other encumbrance; (o) the incurrence of any liability or obligation by Lexon, except for liabilities incurred in the ordinary course of business and consistent with past practices; (p) any actual, or to Peskaitis' or the Company's knowledge threatened, termination or cancellation of, or modification or change in, any business relationship with any customer of Lexon; (q) any cancellation of a debt due to or a claim of Lexon, other than by payment or other satisfaction; (r) any failure of Lexon to perform, or any default by Lexon under, any agreement, obligation or covenant to which Lexon is or was bound; or (s) any agreement, whether in writing or otherwise, 13 14 to take or which could reasonably be expected to result in, any action, event or condition described in this Section 4.11. 4.12 Real and Personal Property. Schedule 4.12(a) hereto sets forth a list of all of Lexon's real property, or interests in Real Property, all of Lexon's material tangible and intangible personal property, all of Lexon's material tangible and intangible personal property, and all of Lexon's other assets. The real and personal property and other assets of Lexon identified in Schedule 4.12(a) are all of the assets necessary for Lexon to conduct its business as currently conducted. Schedule 4.12(b) hereto is a list of each lease of, or other agreement pursuant to which Lexon rents, occupies or uses, the real property identified in Schedule 4.12(a). Schedule 4.12(c) hereto is a list of each lease, license or other agreement pursuant to which Lexon possesses, uses or has any other right with respect to the tangible and intangible personal property and other assets identified in Schedule 4.12(a). Schedule 4.12(d) hereto lists each mortgage, lien, pledge, conditional sales contract, security interest or other encumbrance or restriction, other than matters identified in Schedules 4.12(b) and 4.12(c) hereto, pertaining to the ownership, possession, control or use of the real and personal property and other assets of Lexon. Except as identified in Schedule 4.12(b), 4.12(c) or 4.12(d) hereto, Lexon has good and marketable title to and absolute and unconditional control over its use of, all of its assets free and clear of any encumbrance, restriction or claim. Except as set forth in Schedule 4.12(e) hereto, no claims, charges or notices of violations has been filed, served or made, or to the best of Peskaitis's or Lexon's knowledge, threatened, 14 15 orally or in writing, with respect to any lease or other agreement identified in Schedule 4.12(b), 4.12(c) or 4.12(d). 4.13 Intellectual Property. Except as set forth on Schedule 4.13 hereto, Lexon and the Subsidiaries own or have a license or otherwise have the right to use, in all jurisdictions in which they carry on business, all patents (including all applications, renewals, reissues, extensions, divisions, continuations and extensions thereof), trademarks (including both registered and unregistered trademarks and applications therefor), service marks, trade names, copyrights (including all registrations, renewals, modifications and extensions thereof), know-how and trade secrets (including inventions, computerized data and information, computer codes and programs, other software, business records, files and data, discoveries, formulae, production outlines, product designs, technical information, processes and techniques, testing and quality control processes and techniques, drawings, designs and customer lists), used in the conduct of their businesses as currently conducted (collectively, the "Intellectual Property") without violating or conflicting with the rights of others. Schedule 4.13 hereto lists all patents, all registered and material unregistered trademarks, service marks and trade names and all registered copyrights, and all applications for any of the foregoing, that are owned by Lexon or any of the Subsidiaries. Except as set forth on Schedule 4.13 hereto, none of the Intellectual Property is subject to any encumbrance. Except as disclosed on Schedule 4.13 hereto, Lexon is not obligated to pay any amount, whether as a royalty, license fee or other payment, to any person in order to use any of the Intellectual Property. There has not been any material infringement or alleged infringement by Lexon or any of the Subsidiaries of the Intellectual Property rights of any person or any 15 16 infringement by any person of any of the Intellectual Property rights of Lexon or any of the Subsidiaries. 4.14 Insurance. Lexon keeps all its businesses, operations and properties and those of the Subsidiaries insured against all losses, damages and claims of third parties, and in such amounts as are adequate and appropriate in accordance with customary business practice for the industries in which Lexon and the Subsidiaries are engaged. Except as disclosed on Schedule 4.14, all insurance policies of Lexon and the Subsidiaries provide claims made coverage, is in force and the premiums with respect thereto are fully paid. No insurer has denied coverage or reserved rights for any claim made by Lexon or any of the Subsidiaries or any other individual or entity under any insurance policies applicable to Lexon or any of the Subsidiaries. 4.15 Contracts and Commitments. 4.15.1 Schedule 4.15.1 hereto lists each contract, commitment or agreement, whether oral or written, which can or may provide for the payment by or to Lexon or any of the Subsidiaries of an amount in excess of $5,000 per annum, as well as any contract, commitment or agreement entered into by Lexon or any Subsidiary outside the ordinary course of business (collectively, the "Contracts"). True, correct and complete copies of all written Contracts, and true, correct and complete written descriptions of all oral Contracts, listed on the Schedules hereto are in the possession and control of Lexon. All such Contracts are valid and binding obligations of Lexon or one of the Subsidiaries, as the case may be, enforceable by and against Lexon or one of the Subsidiaries, as the case may be, in accordance with their respective terms, and are in full force and effect; and Lexon or one of the Subsidiaries, as the case may be, is in compliance therewith. None of the Contracts relating to payments to Lexon or one of the 16 17 Subsidiaries, as the case may be, for the provision of services to its customers fail to provide to Lexon consideration not constituting a profit upon commercially reasonable terms and conditions, and none have, or could reasonably be expected to have, a material adverse effect on Lexon's assets, properties, businesses, financial condition or prospects. No allegation or notice of default has been received by Lexon or any Subsidiaries, or to the best of Peskaitis's or the Company's knowledge, threatened with respect to the Contracts, and to the best of Peskaitis' and Lexons' knowledge, no other party to any of the Contracts is in default or breach thereof in any material respect. 4.15.2 Schedule 4.15.2 hereto sets forth a list of all current warranties with respect to any products or services currently sold, distributed, offered, or licensed by Lexon and the Subsidiaries. Except as set forth in Schedule 4.15.2, and other than those which are or may be provided by applicable law, there are no express or implied warranties outstanding with respect to any products or services created, sold, distributed, offered or licensed by Lexon and the Subsidiaries. 4.16 Litigation and Administrative Proceedings. Except as set forth in Schedule 4.16 hereto, there is no claim, action, suit, proceeding or investigation in any court or before any governmental or regulatory authority pending or, to the best of Peskaitis' or Lexon's knowledge, threatened against or affecting Lexon or any of the Subsidiaries or any of their respective assets or properties or which seeks to enjoin or obtain damages in respect of the transactions contemplated hereby. There is no basis, or reason to know of any basis, for any such claim, action, suit, proceeding or investigation. No claim, action, suit, proceeding or investigation set 17 18 forth in Schedule 4.16 could, if adversely decided, have a material adverse effect on the consolidated business, properties, condition (financial or otherwise) or prospects of Lexon. 4.17 Tax Matters. 4.17.1 All Returns Filed. Except as set forth in Schedule 4.17.1, all federal, state, local and foreign income, franchise, sales, use, excise, real and personal property, employment (including FICA and other payroll) and other tax returns, reports and declarations of every kind and nature (collectively, "Returns") required to be filed by or on behalf of Lexon and the Subsidiaries on or before the First Closing Date and the Second Closing Date have been or will be filed and such Returns are complete and accurate and disclose all taxes (and other charges) expected to be due for the periods covered thereby. No extension of time in which to file any such Returns is currently in effect and there are no outstanding agreements or waivers extending the statutory period of limitation applicable to any such Returns. 4.17.2 All Taxes Paid. All taxes (and other charges) shown on the Returns or otherwise required to be paid, and any deficiency assessments, penalties, interest and other charges with respect thereto, have been paid or reserved or accrued for in the Financial Statements, and there is otherwise no current liability for any unpaid taxes (or other charges) due which has not been paid or reserved or accrued for in connection with such Returns or otherwise. There are no tax liens (other than for taxes not yet due) on any of the assets or properties of Lexon or any of the Subsidiaries and, no basis exists for the imposition of any such liens. 4.17.3 Examinations, Etc. None of the Returns for tax years that remain open under any applicable statute of limitations have been examined by the IRS or other pertinent tax authorities and no deficiencies have been asserted or assessments made as a result of any such 18 19 examinations (including all penalties and interest). No issues have been raised by (or are currently pending before) the IRS or any other taxing authority in connection with any of the Returns which could reasonably be expected to have a material adverse effect on the financial condition of Lexon and the Subsidiaries, taken as a whole, if decided adversely to Lexon, nor are there any such issues which have not been so raised but, if so raised by the IRS or any other taxing authority in connection with any of the Returns could, in the aggregate, reasonably be expected to have a material adverse effect on the consolidated financial condition of Lexon. 4.17.4 Withholding. Lexon has withheld from its employees and others (and timely remitted to the appropriate taxing authorities) proper and accurate amounts for all periods in compliance with all tax withholding provisions of applicable federal, state, foreign, local and other laws (including, without limitation, income, withholding, social security, employment and other payroll taxes). 4.17.5 Parachute Payments. Lexon has not made, has not become obligated to make nor will, as a result of any event connected with the acquisition of the Shares by Buyer or any other transaction contemplated herein, make or become obligated to make any "excess parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). 4.17.6 Prior Consolidated Groups. Lexon is not, and has never been, an includible corporation in an affiliated group of corporations within the meaning of Section 1504 of the Code. 4.18 Compliance with Laws. Neither Lexon nor any of the Subsidiaries has in the past been, nor is presently, in violation of, in respect of its operations, real property, machinery, 19 20 equipment, all other property, practices and all other aspects of its businesses, any applicable law (whether statutory or otherwise), rule, regulation, order, ordinance, judgment or decree of any governmental authority (federal, state, local or otherwise) (collectively, "Laws"). Lexon has not received any notification of any asserted present or past failure of Lexon to comply with any of such Laws. 4.19 Employee Benefits; Employment Contracts. Attached hereto as Schedule 4.19 is a list of all written or oral employment agreements as well as all written or oral agreements and commitments relating to employee benefits with respect to which Lexon or the Subsidiaries has incurred or may incur any future or contingent obligations, including, without limitation, all plans, agreements or arrangements relating to deferred compensation, pensions, profit sharing, retirement income or other benefits, stock purchase, stock ownership and stock option plans, stock appreciation rights, bonuses, severance arrangements, health and welfare benefits, insurance benefits and all other employee benefits or fringe benefits (collectively referred to as the "Plans"). Lexon and the Subsidiaries do not, nor have they ever, maintained any Plans which were subject to, or which would subject Lexon or any of the Subsidiaries to, regulation pursuant to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Lexon and the Subsidiaries do not, nor have they ever, contributed to any multi-employer plan within the meaning of Section 4001(a)(3) of ERISA, nor is Lexon or any of the Subsidiaries or any of their shareholders affiliated with any entity such that Lexon or any of the Subsidiaries has, or might have in the future, any multi-employer plan withdrawal liability under Subtitle E of Part IV of ERISA. 20 21 4.20 Licenses and Permits. Lexon and the Subsidiaries have all governmental licenses and permits and other governmental authorizations and approvals currently required for the conduct of their businesses as presently conducted ("Permits"). Schedule 4.20 hereto includes a list of all Permits. 4.21 Relations with Suppliers and Customers. None of Lexon or any of the Subsidiaries are required to provide any bonding or other financial security arrangements in connection with any transaction with any customer or supplier. No customer has notified Lexon or any of the Subsidiaries that it will nor to the best of Peskaitis' or Lexon's knowledge does any customer intend to or, except as described on Schedule 4.21 hereto, have the right to cease to do business with Lexon or the Subsidiaries after the consummation of the transactions contemplated hereby, to the extent that the failure to continue such business would have a material, adverse effect on Lexon's business or assets when taken as a whole. 4.22 Interest in Competitors, Suppliers, Customers, Related Party Transactions. Except as disclosed in Schedule 4.22 hereto, no officer or director of Lexon or any affiliate of any such officer or director has any ownership interest in any competitor, supplier or customer of Lexon or any property used in the operation of Lexon's business. Except as set forth on Schedule 4.22, neither Lexon nor any of the Subsidiaries has made or entered into any loan, contract, lease, commitment, arrangement or understanding with any officer, director, employee, or shareholder of Lexon or the Subsidiaries or with any affiliate or associate of any of the foregoing, under which Lexon or the Subsidiaries have continuing obligations and except for normal compensation arrangements with Lexon's officers and employees. 21 22 4.23 Discrimination; Occupational Safety; Labor. No person or party (including, but not limited to, governmental or regulatory authorities of any kind) has any claim presently pending, or a reasonable basis for any action or proceeding, against Lexon or the Subsidiaries arising out of any statute, ordinance or regulation relating to discrimination in employment or employment practices or occupational safety and health standards (including, but without limiting the foregoing, The Fair Labor Standards Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; 42 U.S.C. 1981 or the Age Discrimination in Employment Act of 1967, as amended), which, if upheld, would have an adverse effect on the assets, properties, business or condition, financial or otherwise, of Lexon and the Subsidiaries. There is no pending, or to the best of Peskaitis' and Lexon's knowledge threatened, federal or state equal employment opportunity enforcement action or labor dispute, strike, or work stoppage affecting Lexon's or the Subsidiaries' businesses. Neither Lexon nor the Subsidiaries have any collective bargaining or similar agreements, nor do they have any obligation to bargain with any labor organization as the representative of Lexon's or the Subsidiaries' employees, and there is neither pending, nor to the best of Peskaitis' or Lexon's knowledge threatened, any labor dispute, strike or work stoppage which affects or which may affect the business of Lexon or the Subsidiaries or which may interfere with the continued operation of Lexon or the Subsidiaries. No present or former employee of Lexon or the Subsidiaries has any claim against Lexon for (a) overtime pay, other than overtime pay for the current payroll period, (b) wages or salary (excluding bonuses and amounts accruing under pension and profit sharing plans) for any period other than the current payroll period, (c) vacation, time off or pay in lieu of vacation or time off, other than that 22 23 earned in respect of the current fiscal year or carried over from prior years, or (d) any violation of any statute, ordinance or regulation relating to minimum wages or maximum hours of work. 4.24 Brokers and Finders. Neither Peskaitis and the Company nor Lexon (nor any of their respective officers, directors, employees, affiliates, associates, or family members) has employed any broker, finder or investment banker, or incurred any liability for any brokerage fees, commissions or finders' fees in connection with this Agreement or the transactions contemplated hereby. 4.25 Books and Records. The books and records of Lexon have been maintained in accordance with commercially reasonable business and bookkeeping practices and consistent with past practice, and accurately reflect in all respects the business, assets, properties, rights, obligations, liabilities and operations of Lexon and the Subsidiaries. 4.26 Bank Accounts; Safe Deposit Boxes. Schedule 4.26 hereto sets forth the names and locations of all banks in which Lexon or the Subsidiaries has an account or safe deposit box and the names of all persons authorized to draw thereon or to have access thereto. 4.27 Full Disclosure. Peskaitis and Lexon have disclosed in writing in, or pursuant to, this Agreement all facts material to the business, operations, assets or condition (financial or otherwise) of Lexon and the Subsidiaries. No representation or warranty made to Buyer or pursuant to this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein not misleading in light of the circumstances which they were made. 23 24 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER As of each of the First Closing Date and the Second Closing Date, Buyer represents and warrants to Peskaitis and the Company as follows: 5.1 Authority. Buyer has full power, capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by Buyer, and no other proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer, and constitutes a legal, valid and binding agreement of Buyer. 5.2 Consents and Approvals. There is no authorization, consent, order or approval of, or notice to or filing with, any individual or entity required to be obtained or given in order for Buyer to consummate the transactions contemplated hereby and fully perform its obligations hereunder, excluding, however, any authorization, consent, order, approval or filing which shall have been obtained or made by Buyer prior to the Closing. 5.3 Absence of Conflicts. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law, statute, rule or regulation to which Buyer is subject, (ii) violate any order, judgment or decree applicable to Buyer or (iii) conflict with, or result in a material breach or default under, any term 24 25 or condition of any material agreement or other instrument to which Buyer is a party or by which Buyer is bound. 5.4 Litigation and Administrative Proceedings. There is no claim, action, suit, proceeding or investigation in any court or before any governmental or regulatory authority pending or, to the best knowledge of Buyer, threatened against or affecting Buyer which seeks to enjoin or obtain damages in respect of the transactions contemplated hereby. To the best knowledge of Buyer, there is no basis for any such claim, action, suit, proceeding or investigation. 5.5 Brokers and Finders. Buyer has not employed any broker, finder or investment banker, or incurred any liability for any brokerage fees, commissions or finders' fees in connection with this Agreement or the transactions contemplated by this Agreement. ARTICLE VI SURVIVAL; INDEMNIFICATION 6.1 Survival. All representations and warranties contained herein, or made in writing by any party in connection herewith, shall survive the consummation of the transactions contemplated hereby until February 7, 2002. All covenants contained herein and all other obligations of the parties hereto shall survive the consummation of the transactions contemplated hereby until fully performed. 6.2 Sellers' Indemnification. Subject to the limitations contained in Section 6.5 hereof, Peskaitis shall indemnify Buyer and hold Buyer harmless from and against any and all damages, losses, costs, liabilities and expenses (including reasonable attorneys' fees and disbursements) resulting from or arising out of any breach of any of the representations, 25 26 warranties, covenants and agreements made by Sellers herein or in any Exhibit or Schedule hereto or certificate or other document delivered pursuant hereto. 6.3 Buyer's Indemnification. Buyer shall indemnify Sellers and hold Sellers harmless from and against the payment by Sellers of any loss, liability, cost or expense (including all reasonable attorneys' fees and disbursements) based upon or arising out of any breach of any of the representations, warranties, covenants or agreements of Buyer contained in this Agreement or any other certificate or document delivered pursuant hereto. 6.4 Notice; Right to Contest. If any claim against which indemnification is provided hereunder ("Claim") shall be asserted against a person entitled to indemnification hereunder ("Indemnified Party") in respect to which it proposes to demand indemnification, the Indemnified Party shall notify the person obligated to provide indemnification hereunder ("Indemnifying Party") thereof. Such notice shall specify in detail the nature of and basis for the Claim and amount thereof. Subject to rights of or duties to any insurer or other third person having liability therefor, the Indemnifying Party shall have the right promptly after receipt of such notice to assume the control of the defense, compromise or settlement of any such Claim, including, at its own expense, employment of counsel. Notwithstanding the preceding sentence, in the defense, compromise or settlement of such Claim, the Indemnified Party shall have the right to retain its own separate counsel, but the fees and expenses of such counsel shall be at the Indemnified Party's expense unless (a) the Indemnifying Party has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party, or (b) the named party in any such proceeding (including any impleaded parties) includes both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel could be 26 27 inappropriate due to actual or potential differing interests between them. In any matter described above where the Indemnified Party has obtained counsel to represent it in addition to counsel obtained by the Indemnifying Party, counsel selected by the Indemnifying Party shall be required to cooperate fully with counsel selected by the Indemnified Party in such matter. So long as the Indemnifying Party is defending in good faith any Claim for which indemnification is sought, the Indemnifying party shall not be liable for any Claim settled without its consent, which consent may not be unreasonably withheld. In the event that a Claim for indemnification is made by an Indemnified Party, which Claim is unrelated to a third party's claim against the Indemnified Party, which claim is contested by an Indemnifying Party and such dispute is finally resolved by a final, nonappealable order of a court of competent jurisdiction, the losing party shall pay the prevailing party the reasonable fees and disbursements of counsel incurred in connection with the prosecution or defense of such Claim. 6.5 Limitation of Peskaitis Indemnification. The indemnity obligations of Peskaitis set forth in Section 6.2 above shall be limited to the Market Value (as hereinafter defined) of the shares of Common Stock owned by Peskaitis at the time a claim for indemnification is made hereunder. For purposes of this Agreement, the Market Value of the shares of Common Stock owned by Peskaitis and subject to claims for indemnification shall be determined as follows: If the Common Stock is publicly traded at the time of determination, the average of the closing prices for such Common Stock on all domestic securities exchanges on which such Common Stock may at the time be listed (it being understood that, for these purposes, the NASDQ National Market is deemed an "exchange"), in each such case averaged over a period of ten (10) business days consisting of the day immediately before the day as of which the Market 27 28 Value of the Common Stock is being determined and nine (9) consecutive business days prior to such day (a "business day" being a day that is not a legal holiday or other day on which banking institutions or any national securities exchanges are authorized by law or executive order to close), or, if there have been no sales on any such exchange on any relevant day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such prior business day, or if on any relevant day such Common Stock is not so listed, the average of the representative bid and asked prices quoted on the NASDAQ Small Cap Market as of 4:00 p.m., New York time, on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of twenty-one (21) days consisting of the day immediately before the day as of which the Market Value of the Common Stock is being determined and twenty (20) consecutive business days prior to such day. To the extent the Common Stock is not then listed or traded in a public forum or exchange, the Market Value of the Common Stock shall be as agreed between Peskaitis and Buyer. In the absence of such agreement, Buyer shall give Peskaitis a written offer of a Market Value (an "Offered Price), and Peskaitis may demand that the Market Value of such Common Stock shall be determined by an independent, qualified appraiser selected by Buyer. Such appraiser must perform such valuation within ten (10) days thereafter (the price as so determined, the "Appraised Price"). The Market Value shall be deemed to be the Appraised Price. The costs incurred in connection with performance of such appraiser shall be borne as follows: (i) if the Appraised Price is equal to or less than the Offered price, such costs shall be borne by Peskaitis; (ii) if the Appraised Price is greater than the Offered Price but not more than 110% of the Offered Price, such costs shall be split equally between 28 29 Peskaitis and Buyer; and (iii) if the Appraised Price is more than 110% of the Offered Price, such costs shall be borne by Buyer. Peskaitis agrees that he will, within ten (10) business days of the final determination of the number of shares of Common Stock to which Buyer is entitled pursuant to this Article VI, deliver to Buyer a certificate or certificates representing at least such number of shares of Common Stock, with any required stock transfer stamps attached, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery. 6.6 Sole and Exclusive Remedy. Except as otherwise provided in this Agreement, subsequent to The First Closing, the indemnification obligations of Buyer and Seller shall constitute the sole and exclusive remedy of the Indemnified Party. ARTICLE VII CLOSING DELIVERIES AND REQUIREMENTS The following deliveries and conditions shall be made or satisfied prior to the First Closing (unless specifically identified below as applicable only to the Second Closing) and such conditions shall continue to be satisfied as of the Second Closing unless waived in writing or subject to a post-Closing agreement: 7.1 Conditions Precedent to Buyer's Obligation to Close. Buyer's obligations to consummate the transactions hereunder are subject to the satisfaction of the following conditions, compliance with which or the occurrence of which may be waived in writing, in whole or in part, by Buyer prior to the First Closing and/or the Second Closing, as the case may be. (a) As of each of the First Closing Date and the Second Closing Date (i) all of the representations and warranties made by Peskaitis and the Company herein and in any 29 30 Schedule or Exhibit hereto shall, in all material respects, be true and correct, (ii) all of the obligations of Peskaitis and the Company to be performed on or before the First Closing Date and/or the Second Closing Date, as the case may be, shall have been performed, and (iii) Buyer shall have received a certificate from each of Peskaitis and the Company, dated as of the First Closing Date and the Second Closing Date, as the case may be, as to the effect of the matters listed in subsections (i) and (ii) hereof. (b) Peskaitis and the Company, as the case may be, shall have executed and delivered to Buyer each of the agreements, certificates and other documents to be delivered to Buyer pursuant to Section 7.3 hereof. (c) All registrations, filings, applications, notices, transfers, consents, approvals, orders, qualifications, waivers and other actions listed on the Schedules hereto or otherwise required of any persons or governmental authorities or private agencies in connection with the consummation of the transactions contemplated this Agreement shall have been made or obtained and all applicable waiting periods shall have expired or been terminated. (d) As of the First Closing Date and Second Closing Date, respectively, Lexon shall have provided Buyer with evidence, satisfactory to Buyer, that that certain Cooperative Research and Development Agreement, dated March 26, 1999, by and between Chicago Map Corporation (a wholly owned subsidiary of the Company) and the National Mapping Division of the United States Geological Survey shall remain in full force and effect following the consummation of the transactions contemplated hereby. 30 31 (e) Effective simultaneous with the First Closing, Steven J. Peskaitis shall resign as the President and Chief Executive Officer of the Company and the Company's Board of Directors (the "Board") shall take each of the following actions: (i) The Board shall amend Article 2, Section 2.2 of the Company's By-laws to provide that the number of directors that shall constitute the whole Board shall be 7; (ii) The Board shall appoint Anthony J. Perino, Peter J. Haleas and Jerome A. Wolowicki as directors of the Company; (iii) The Board shall elect Anthony J. Perino as Chairman of the Board and Chief Executive Officer of the Company. (f) As of each of the First Closing Date and the Second Closing Date, no action, suit or proceeding shall have been instituted or threatened by any person or entity, or by any governmental agency or body, before a court or governmental body, to restrain or prevent the consummation of the transactions contemplated by, or the performance by the parties hereto of their respective obligations under this Agreement or which seeks other relief with respect to any of such transactions or which could reasonably be expected to have a materially adverse effect on the business, results of operations, assets, financial condition or prospects of the Company. (g) Buyer's obligation to purchase the Second Closing Company Shares shall be subject to the additional condition that the Company shall have entered into or, to the extent already existing, amended, if necessary, employment agreements with the Company's key employees (the identity of such key employees to be identified by Buyer in the exercise of its reasonable discretion) on terms and conditions reasonably acceptable to Buyer. 7.2 Conditions Precedent to Sellers' Obligation to Close. The Sellers' obligations to consummate the transactions hereunder are subject to the satisfaction of the following conditions, 31 32 compliance with which or the occurrence of which may be waived in writing, in whole or in part, by the Sellers prior to the First Closing and/or Second Closing, as the case may be, provided, however, that no waiver of any condition contained within this Section 7.2 shall be effective unless duly authorized, executed and delivered by both Peskaitis and Lexon. (a) As of the First Closing Date and the Second Closing Date (i) all of the representations and warranties made by Buyer herein and in any Schedule or Exhibit hereto shall, in all material respects, be true and correct, (ii) all of the obligations of Buyer to be performed on or before the First Closing Date and/or the Second Closing Date, as the case may be, shall have been performed and (iii) each of the Sellers shall have received a certificate from Buyer, dated as of the First Closing Date and the Second Closing Date, as the case may be, as to the effect of the matters listed in subsections (i) and (ii) hereof. (b) Buyer shall have executed and delivered to the Sellers each of the agreements, certificates and other documents to be delivered to the Sellers pursuant to Section 7.4 hereof. (c) As of each of the First Closing Date and the Second Closing Date, no action, suit or proceeding shall have been instituted or threatened by any person or entity, or any governmental agency or body, before a court or governmental body, to restrain or prevent the consummation of the transactions contemplated by, or the performance by the parties hereto of their obligations under, this Agreement. (d) Peskaitis' obligation to sell the Second Closing Peskaitis Shares shall be subject to the additional condition that no Qualified Offering shall have occurred on or prior to the Closing Date. For purposes of this Agreement, the terms "Qualified Offering" shall mean the 32 33 sale by the Company of Common Stock or securities convertible into Common Stock in a single transaction or series of related transactions consummated on or before February 21, 2000 and in which the Company receives net proceeds of at least $10,000,000. 7.3 Closing Deliveries of The Company and the Sellers. Peskaitis or the Company, as the case may be, shall deliver, or cause to be delivered, the following documents: (a) At the First Closing: (i) Peskaitis shall deliver to Buyer certificates representing the First Closing Peskaitis Shares, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery; (ii) The Company shall deliver to Buyer certificates representing the First Closing Company Shares, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery; (iii) Peskaitis shall deliver to "Anthony Perino, as Voting Trustee under Voting Trust Agreement dated February 9, 2000" certificates representing the SJP Contributed Stock (as that term is defined in the Voting Trust Agreement attached hereto as Exhibit A (the "Voting Trust Agreement'), with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery; 33 34 (iv) Stanley Peskaitis shall deliver to "Anthony Perino, As Voting Trustee under Voting Trust Agreement dated February 9, 2000" certificates representing the SP Contributed Stock (as that term is defined in the Voting Trust Agreement) with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery; (v) Each of Peskaitis and Stanley Peskaitis shall execute and deliver to the Voting Trustee (as that term is defined in the Voting Trust Agreement) the Voting Trust Agreement; (vi) The Company shall execute and deliver to Buyer the Common Stock Purchase Warrants attached hereto as Exhibit C, Exhibit D and Exhibit E (the "Warrants"); (vii) The Company shall execute and deliver to Buyer the Registration Rights Agreement attached hereto as Exhibit B (the "Registration Rights Agreement"); (viii) The Company shall deliver to Buyer the Company's Articles of Incorporation, as amended to the First Closing Date, certified by the Secretary of State of the State of Delaware, the Company's By- laws, as amended to the First Closing Date, certified by the Company's secretary, resolutions of the Board (a) authorizing the execution and delivery of this Agreement and each of the other agreements, instruments, certificates and other documents to be 34 35 delivered by the Company pursuant hereto and (b) taking those actions specified in Section 7.1(a) hereof, certified by the Company's secretary, and good standing certificates from the States of Delaware and Illinois; (ix) Peskaitis shall deliver to the Company his resignation as President and Chief Executive Officer of the Company, effective as of the First Closing Date; (x) Thomas Rieck shall deliver his resignation as a director of the Company, effective as of the First Closing Date; (xi) Peskaitis shall deliver to Buyer the certificate identified in Section 7.1(a)(iii) hereof; and (xii) The Company shall deliver to Buyer the certificate identified in Section 7.1(a)(iii) hereof. (b) At the Second Closing: (i) Peskaitis shall deliver to Buyer certificates representing the Second Closing Peskaitis Shares, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery; (ii) The Company shall deliver to Buyer certificates representing the Second Closing Company Shares, with any required stock transfer stamps affixed, duly endorsed for transfer or with stock powers duly executed in blank attached, in good form for delivery; 35 36 (iii) Peskaitis shall deliver to Buyer the certificate identified in Section 7.1(a)(iii) hereof; and (iv) The Company shall deliver to Buyer the certificate identified in Section 7.1(a)(iii). 7.4 Closing Deliveries of Buyer. Buyer shall deliver, or cause to be delivered, the following: (a) At the First Closing: (i) Buyer shall deliver the First Closing Company Payment to the Company in accordance with the terms of Section 3.1(a) hereof; (ii) Buyer shall deliver the First Closing Peskaitis Payment to Peskaitis in accordance with the terms of Section 3.1(b) hereof; (iii) The Voting Trustee shall execute and deliver the Voting Trust Agreement to each of Peskaitis and Stanley Peskaitis; (iv) Buyer shall execute and deliver the Registration Rights Agreement to the Company; and (v) Buyer shall deliver the certificate identified in Section 7.2(a)(iii) hereof to each of Peskaitis and the Company. (b) At the Second Closing: (i) Buyer shall deliver the Second Closing Company Payment to the Company in accordance with the terms of Section 3.1(c) hereof; 36 37 (ii) Buyer shall deliver the Second Closing Peskaitis Payment to Peskaitis in accordance with the terms of Section 3.1(d) hereof; and (iii) Buyer shall deliver the certificate identified in Section 7.1(a)(iii) hereof to each of Peskaitis and the Company. ARTICLE VIII MISCELLANEOUS 8.1 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. 8.2 Entire Agreement. This Agreement (including the documents attached as Exhibits and Schedules hereto) contains the entire understanding of the parties with respect to the trans actions contemplated hereby. 8.3 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. 8.4 Notices. All notices to be given with respect to this Agreement shall be in writing. Each notice shall be sent by registered or certified mail, postage prepaid and return receipt requested, to the party to be notified at the address set forth below, or at such other 37 38 address as either party may from time to time designate in writing. Every notice shall be deemed to have been given five (5) days after it shall be deposited in the United States mail in the manner prescribed herein. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. If to Peskaitis: LEXON Technologies Inc. 1401 Brook Drive Downer's Grove, Illinois 60515 If to the Company: LEXON Technologies Inc. 1401 Brook Drive Downer's Grove, Illinois 60515 Attn: Chief Executive Officer If to Buyer Anthony Perino 720 Plainfield Road Suite 200 Willowbrook, Illinois 60521 or to such other address as any party may, from time to time, designate in a written notice given in a like manner. 8.5 Amendments. This Agreement may not be waived, changed, modified or discharged orally, but only by an agreement in writing signed by the party or parties against whom enforcement of any waiver, change, modification or discharge is sought or by parties with the right to consent to such waiver, change, modification or discharge on behalf of such party. 8.6 Cooperation. Buyer and Sellers agree to take, or cause to be taken, all such further or other actions as shall reasonably be necessary to make effective and consummate the 38 39 transactions contemplated by this Agreement (including the documents attached as Exhibits hereto). 8.7 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois without regard to its conflicts of law doctrine. 8.8 Expenses. Each of the parties hereto shall pay its own expenses incurred in connection with the authorization, preparation and performance of this Agreement and obtaining any necessary regulatory approvals, including, without limitation, all fees and expenses of their respective counsel, accountants, agents and representatives. 8.9 Exhibits and Schedules. All Exhibits and Schedules to this Agreement are incorporated into this Agreement as if set out in full at the first place in this Agreement that reference is made thereto. 39 40 IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representatives to execute, this Agreement as of the day and year first above written. LEXON TECHNOLOGIES INC. By: /s/ Steven J. Peskaitis ---------------------------------- Its: President --------------------------------- STEVEN J. PESKAITIS /s/ Steven J. Peskaitis ------------------------------------- ANTHONY PERINO /s/ Anthony Perino ------------------------------------- 40 EX-99.B 3 VOTING TRUST AGREEMENT 1 EXHIBIT B VOTING TRUST AGREEMENT THIS VOTING TRUST AGREEMENT made in Chicago, Illinois, as of February 9, 2000 by and among, Anthony Perino as Voting Trustee ("Voting Trustee"), Steven J. Peskaitis ("SJP") and Stanley Peskaitis ("SP"). WITNESSETH: WHEREAS, SJP is the owner of 2,774,600 shares (the "SJP Contributed Stock") of the common stock (the "Common Stock"), $.001 par value per share, of LEXON Technologies Inc., a Delaware corporation (the "Company"); ; WHEREAS, SP is the owner of 1,227,100 shares (the "SP Contributed Stock," with the SJP Contributed Stock and the SP Contributed Stock being hereinafter sometimes collectively referred to as the "Contributed Stock") of Common Stock; WHEREAS, it is a condition precedent to the obligations of Anthony Perino (the "Buyer') to purchase shares of Common Stock pursuant to the terms of that certain Stock Purchase Agreement, dated as of February 9, 2000 by and among SJP, the Company and the Buyer (the "Purchase Agreement"); WHEREAS, each of SJP and SP acknowledge and agree that due to their substantial ownership of the Common Stock of the Company they will each directly benefit from the transactions contemplated by the Stock Purchase Agreement and that such benefits constitute consideration for their respective agreements contained herein; WHEREAS, SJP and SP hereto have agreed upon the identity of the Voting Trustee, and upon the form of this Agreement; and 1 2 WHEREAS, the Voting Trustee has consented to act under this Agreement for the purposes herein provided. NOW, THEREFORE, in consideration of the foregoing, the agreement by Anthony Perino to serve as Voting Trustee, the agreement of SJP and SP to transfer the Stock to the Voting Trustee, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Copies of this Agreement, and of every agreement supplemental hereto or amendatory hereof, shall be filed in the principal office of the Company in Chicago, Illinois, and shall be open to the inspection of any stockholder of the Company, or any beneficiary of the trust under this Agreement, daily during business hours. All voting trust certificates ("VT Certificates") issued as hereinafter provided shall be issued, received and held subject to all the terms of this Agreement. Every person, firm or corporation entitled to receive VT Certificates, and their transferees and assigns, upon accepting the VT Certificates issued hereunder, shall become parties to and be bound by the provisions of this Agreement with the same effect as if they had executed the Agreement. 2. Transfer of Stock to Trustee. Concurrent with the execution of this Agreement, each of SJP and SP have deposited with the Voting Trustee certificates representing the SJP Contributed Stock (such certificate or certificates, the "SJP Certificate(s)") and the SP Contributed Stock (such certificate or certificates, the "SP Certificate(s)"), respectively, together with any and all documentation necessary to transfer the Stock into the name of the Voting Trustee. 2 3 All certificates representing shares of Common Stock so delivered to the Voting Trustee pursuant to this Agreement shall be surrendered by the Voting Trustee to the Company or its transfer agent with instructions to cancel such certificates and to issue new certificates for the full number of shares of Common Stock represented thereby as follows: (a) with respect to the SJP Certificate(s): (i) one certificate representing the SJP Contributed Stock issued to "Antony Perino, as Voting Trustee under Voting Trust Agreement dated February 9, 2000;" and (ii) one certificate representing such number of shares of Common Stock as is determined by subtracting the SJP Contributed Stock from the total number of shares of Common Stock represented by the SJP Certificate(s). (b) with respect to the SP Certificate(s): (i) one certificate representing the SP Contributed Stock issued to "Anthony Perino, as Voting Trustee under Voting Trust Agreement dated February 9, 2000;" and (ii) one certificate representing such number of shares of Common Stock as is determined by subtracting the SP Contributed Stock from the total number of Common Stock represented by the SP Certificate(s). 3 4 It is understood by and agreed among the parties that all certificates issued upon cancellation of the SJP Certificate(s) and the SP Certificate(s) shall continue to bear any restrictive or other legends which appeared on the SJP Certificate(s) or the SP Certificates, as the case may be. 3. The VT Certificates. The VT Certificates to be issued and delivered by the Voting Trustee in respect of the Stock as hereinbefore provided shall be in substantially the form of Exhibit A hereto. The Trustee may, from time to time, make such changes in the form of the VT Certificate as he deems necessary or advisable, provided that such changes shall not be inconsistent with this Agreement. 4. Transfer of Certificates. The VT Certificates shall be transferable on the books of the Voting Trustee by the registered holder thereof, either in person or by attorney thereto duly authorized, upon surrender thereof according to the rules established for that purpose by the Voting Trustee; and the Voting Trustee may treat the registered holder of a VT Certificate as owner thereof for all purposes whatsoever, but the Voting Trustee shall not be required to deliver certificates representing the Stock without the surrender of the VT Certificates issued in respect of such Stock. Every transferee of a VT Certificate or VT Certificates issued hereunder, or of all or any part of the rights under such VT Certificates, or of all or any part of the rights related to the shares of Stock represented by such VT Certificates shall, by the acceptance thereof, become a party to this Agreement and shall be bound by the terms and provisions of this Agreement to the same full extent as if such person were an original party hereto. 4 5 The VT Certificates to be issued hereunder have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, including Illinois, in reliance on exemptions contained therein. The Stockholders represent that they are acquiring the VT Certificates to be issued to them hereunder for their own account and for investment purposes only, and not with a view to resale or further distribution thereof in whole or in part. The holders of any VT Certificates issued hereunder agree that they will not sell or otherwise transfer any of such VT Certificates or any rights thereunder except in accordance with the provisions of any applicable law, including the Securities Act, any applicable state securities laws, and any rules or regulations thereunder. In order to ensure compliance with such laws, as a condition of making or permitting any transfer or delivery of the VT Certificates hereunder or of any rights thereunder, the Voting Trustee may require the transferee to deliver written representations of the transferee similar to the representations of the Stockholders contained herein and may further require the delivery of a written opinion, addressed to the Voting Trustee, of counsel satisfactory to the Voting Trustee to the effect either that the VT Certificates, or rights thereunder, proposed to be transferred have been duly registered under the Securities Act and any applicable state securities law or that no such registration is required. 5. Dividends, Distributions and Recapitalizations. The Voting Trustee shall collect and receive all dividends or other distributions that may accrue or be paid upon the Stock or other securities subject to this Agreement and shall, as of the date of distribution of such dividend or other distribution, divide and pay the same among the holders of VT Certificates. Payments of dividends 5 6 or other distributions to the holders of VT Certificates shall be in proportion to the number of shares of Stock respectively represented by their VT Certificates. If any dividend or other distribution in respect of the Stock deposited hereunder is paid in securities of the Company having any voting powers, then the Voting Trustee shall hold, subject to the terms of this Agreement, the certificates representing such securities and shall, as of the date of distribution of such dividend or other distribution, issue additional VT Certificates representing in the aggregate the number of shares and class or series of stock or other securities so received. Issuance of additional VT Certificates to the holders of existing VT Certificates shall be in proportion to the number of Shares of Stock respectively represented by their existing VT Certificates among the holders of VT Certificates registered as such on the transfer books of the Voting Trustee at the close of business on the record date fixed by the Company for the distribution of such dividend or other distribution. Notwithstanding anything herein to the contrary, if and to the extent that the Company shall at any time during the term of this Agreement have issued and outstanding more than one class or series of Stock and shall declare and pay any dividend or other distribution (i) with respect to less than all series or classes of Stock, or (ii) disproportionately among different series or classes of Stock; the Voting Trustee shall make such adjustments to the payments or VT Certificates distributed hereunder as are necessary to appropriately reflect the relative rights of the shares of capital stock or other securities represented by existing VT Certificates. 6 7 6. Subscription Rights. If any capital stock or other securities of the Company are offered for subscription to the holders of Stock deposited hereunder, the Voting Trustee, upon receipt of a request from any registered holder of VT Certificates to subscribe on such holder's behalf, accompanied with the sum of money required to pay the subscription price for such capital stock or other securities, shall make such subscription and payment and: (a) if such capital stock or other securities have no voting rights associated therewith, instruct the Company to issue a certificate representing the appropriate amount of such capital stock or other securities in the name of each holder upon whose behalf a subscription was made; or (b) if such capital stock or other securities have any voting rights associated therewith, retain such capital stock or other securities pursuant to the terms of this Agreement and, upon receipt of the certificates representing the same, issue a VT Certificate representing the appropriate amount of such capital stock or other securities to each holder upon whose behalf a subscription was made. 7. Rights of Voting Trustee. For so long as any Stock shall remain subject to the terms of this Agreement, the Voting Trustee shall have the right to exercise, in person or by proxy, all voting rights and powers in respect of such Stock. The right to vote shall include the right to vote for the election of directors and in favor of or against any resolution or proposed action of any character whatsoever which may be presented at any meeting of, or require the consent of, stock- 7 8 holders of the Company. Without limiting such general right, such action or proceeding may include the sale or mortgaging and pledging of all or any part of the property of the Company, for cash, securities or other property, and the dissolution of the Company, or the consolidation, merger, reorganization or recapitalization of the Company. The Voting Trustee may act as, and receive compensation as, a director or officer of the Company or of any controlled or subsidiary or affiliated corporation, or be otherwise associated therewith; and he, or any firm of which he may be a member, or any corporation or association of which he may be a stockholder, director or officer, or any such firm, corporation or association in which he may be otherwise directly or indirectly interested, may to the extent permitted by law, and without liability in any way or under any circumstances by reason thereof, contract with the Company or with any controlled or subsidiary or affiliated corporation, or be or become pecuniarily interested in any matter or transaction to which the Company or any controlled or subsidiary or affiliated corporation may be a party or in which the Company or any controlled or subsidiary or affiliated corporation may in any way be concerned, as fully as though he were not Voting Trustee hereunder. The Voting Trustee shall not be personally responsible with respect to any action taken pursuant to his vote cast in any matter or act committed, or omitted to be done, under this Agreement, provided such commission or omission does not amount to willful misconduct on his part, and provided also that the Voting Trustee at all times exercises good faith in such matters. The 8 9 Voting Trustee shall not be required to give any bond or security for the discharge of his duties as Voting Trustee hereunder. 8. Term and Termination. This Agreement shall be effective as of the date hereof and shall continue in full force and effect until February 9, 2001, unless earlier terminated as provided below (the effective date of any such termination being hereinafter the "Termination Date"). Notwithstanding the foregoing, this Agreement may be terminated (a) at the joint election of SJP and SP (such election to be evidenced by a written instrument delivered to the Voting Trustee stating the effective date of such termination and signed by both of SJP and SP) at any time after September 1, 2000 if and only if that certain Common Stock Purchase Warrant (the "Warrant), dated February 9, 2000, entitling the holder thereof to purchase up to 2,600,000 share of Common Stock shall not have been fully exercised prior to the Termination Date (as defined in the Warrant), or (b) at any time at the election of the Voting Trustee by delivery of a notice of termination (specifying the effective date of such termination) to the registered holders of VT Certificates at their respective addresses as appearing on the transfer books of the Voting Trustee. 9. Termination Procedure. From and after the Termination Date, the VT Certificates shall cease to have any effect, and the holders of the VT Certificates shall have no further rights under this Agreement other than to receive certificates representing shares of stock or other property distributable under the terms hereof and upon the surrender of such Certificates. At any time after the Termination Date, the registered holders of VT Certificates may deliver the same to the Voting Trustee together with instructions from the registered holder to cancel such 9 10 VT Certificates and to deliver or cause to be delivered to such registered holder a certificate representing the shares of Stock, or if other property is then being held pursuant to the terms of this Agreement, such other property, distributable in respect of such VT Certificate under the terms hereof. Within fifteen (15) days of receipt of a VT Certificate together with the instructions specified above, the Voting Trustee shall distribute, or take such action as is necessary to cease the distribution of, the Stock or other property represented by such VT Certificate. At any time subsequent to thirty (30) days after the Termination Date, the Voting Trustee may deposit with the Company certificates representing the number of shares of Stock together with any other property represented by the VT Certificates not then surrendered to the Voting Trustee; and upon such deposit, all further liability of the Voting Trustee under this Agreement, including, but not limited to, for the delivery of certificates representing shares of Stock or other property and for the delivery or payment of dividends or the exercise of subscription rights, shall cease, and the Voting Trustee shall not be required to take any further action hereunder. 10. Trustee. If for any reason at any time Anthony Perino shall be unable or unwilling to serve as Voting Trustee and he shall not have appointed a Successor Voting Trustee, then this Agreement shall terminate in accordance with the provisions of Paragraph 9 hereof. 11. Notice. Unless otherwise specifically provided in this Agreement, any notice or communication required hereunder shall be deemed to be given or made sufficiently if enclosed in 10 11 postpaid envelopes, first class mail, addressed to the person or company entitled to receive such notice as follows: (a) to holders of VT Certificates at the addresses shown on the transfer books of the Voting Trustee; (b) to the Company at its principal place of business, or to such other address as the Company may designate by notice to the Voting Trustee; and (c) to the Voting Trustee at such address as may from time to time be furnished to the Company by him, and if no such address has been furnished by the Voting Trustee, then to him in care of the Company. Every notice so given shall be effective, whether or not received, and the date five (5) days after the date of mailing. All distributions of cash, securities or other property hereunder by the Voting Trustee to the holders of VT Certificates may be made in the same manner as hereinabove provided for the giving of notice to the holders of VT Certificates. 12. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. No amendment or modification of, or supplement to, nor the waiver of any provision hereof, shall be valid unless the same shall be in writing and signed by the party against whom such amendment, modification, supplement or waiver is sought to be enforced. No failure or delay on the part of any party hereto to exercise any power, right or privilege hereunder shall be deemed a waiver of such power, right or privilege nor shall any effective waiver 11 12 of any power, right or privilege at any given time be deemed to constitute a waiver of such power, right or privilege at any future time. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be governed by, and construed in accordance with, the provisions of the Delaware General Corporation Law applicable to voting trust agreements and domestic corporations. If any provision of this Agreement shall be determined to be invalid for any reason, the remaining provisions shall be severable and enforceable in accordance with their terms. IN WITNESS WHEREOF, the parties hereto have executed this Voting Trust Agreement on the day and year first above written. /s/ Anthony Perino --------------------------------- ANTHONY PERINO, AS VOTING TRUSTEE /s/ Steven J. Peskaitis ---------------------------------- STEVEN J. PESKAITIS /s/ Stanley Peskaitis ---------------------------------- STANLEY PESKAITIS, STOCKHOLDER 12 13 EXHIBIT A --------- No. ___________ __________ Shares LEXON TECHNOLOGIES INC. a Delaware Corporation VOTING TRUST CERTIFICATE FOR CAPITAL STOCK ANTHONY PERINO, Voting Trustee of certain shares of the common stock, $.001 par value per share (the "Common Stock"), of LEXON TECHNOLOGIES INC., a Delaware corporation (the "Company"), under a Voting Trust Agreement dated February 9, 2000 (the "Agreement"), having received certain shares of Common Stock (the "Stock") pursuant to the Agreement, which Agreement the holder hereof by accepting this voting trust certificate (the "VT Certificate") ratifies and adopts, hereby certifies that will be entitled to receive a certificate representing fully paid and non- assessable shares of Common Stock on the expiration (or earlier termination) of the Agreement, and in the meantime shall be entitled to receive all dividends or other distributions that may accrue or be paid upon the Stock, except that any such dividends or other distributions that are evidenced by instruments carrying the right to vote shall be retained in the Voting Trust by the Voting Trustee and VT Certificates therefor issued by them. Until the Voting Trustee shall have delivered the Stock held under the Agreement to the holder of this VT Certificate, or to the Company, as specified in the Agreement, the Trustee shall possess and shall be entitled to exercise, in his full and complete discretion as he deems appropriate, all voting rights and powers of an absolute owner of such Stock, including the right to vote thereon for every purpose, and to execute consents in respect thereof for every purpose, it being expressly stipulated that no voting right passes to the holder hereof or his assigns under this VT Certificate or any agreement, expressed or implied. No certificate representing the Stock shall be due or deliverable hereunder until the expiration or earlier termination of the Agreement This VT Certificate has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state, including 13 14 Illinois, in reliance on exemptions contained therein. The holder hereof represents that he is acquiring this VT Certificate for his own account and for investment purposes only, and not with a view to resale or further distribution hereof in whole or in part. The holder hereof agrees that he will not sell or otherwise transfer this VT Certificate or any rights hereunder except in accordance with the terms of the Agreement, and in accordance with the provisions of any applicable law, including the Securities Act, any applicable state securities laws, and any rules or regulations thereunder. In order to ensure compliance with such laws, as a condition of making or permitting any transfer or delivery of this VT Certificate or of any rights here under, the Voting Trustee may require the transferee to deliver written representations of the transferee, similar to the representations of the holder contained herein, and may further require the delivery of a written opinion, addressed to the Voting Trustee, of counsel satisfactory to the Voting Trustee to the effect either that this VT Certificate or rights hereunder proposed to be transferred have been duly registered under the Securities Act and any applicable state securities law or that no such registration is required. This VT Certificate is transferable only on the books of the undersigned Voting Trustee by the registered holder in person or by his duly authorized attorney, and the holder hereof, by accepting this VT Certificate, manifests his consent that the undersigned Voting Trustee may treat the registered holder hereof as the true owner of this VT Certificate for all purposes, except for the delivery of certificates representing the Stock, which delivery shall not be made without the surrender hereof. This VT Certificate is not valid unless duly signed by the Voting Trustee. IN WITNESS WHEREOF, the Voting Trustee has executed this VT Certificate this __ day of ________________ 2000. ------------------------------------ ANTHONY PERINO, Voting Trustee 14 EX-99.C 4 REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT C REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement"), is made and entered into as of the 9th day of February, 2000, by and between LEXON Technologies Inc., a Delaware corporation (the "Company"), and Anthony Perino, an individual and resident of the State of Illinois (the "Stockholder"). WITNESSETH: WHEREAS, in connection with the execution and delivery of that certain Stock Purchase Agreement (the "Purchase Agreement"), dated February 7, 2000 by and between the Company and the Stockholder, the Company has agreed to issue, and as of the date hereof has issued, to the Stockholder (i) a Common Stock Purchase Warrant A ("Warrant A") to acquire up to 2,600,000 shares of the Company's common stock, .001 par value per share (the "Common Stock"), (ii) a Common Stock Purchase Warrant B ("Warrant B") to acquire up to 1,000,000 shares of the Common Stock, and (iii) a Common Stock Purchase Warrant C ("Warrant C") to acquire up to 500,000 shares of the Common Stock (with Warrant A, Warrant B and Warrant C being hereinafter collectively referred to as the "Warrants"); WHEREAS, it is a condition precedent to the obligations of the Stockholder under the Purchase Agreement that the Company execute and deliver this Agreement. NOW, THEREFORE, in consideration of the foregoing, the mutual promises and covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 2 ARTICLE I CERTAIN DEFINITIONS The following terms shall have the definitions set forth below: "Commission" shall mean the United States Securities and Exchange Commission and any successor commission or agency having similar powers. "Control" (including the terms "controlling," "controlled by" and "under common control with") shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation or partnership (including, without limitation, the power to direct the voting of any securities held by such corporation or partnership), whether through the ownership of voting securities, by contract, or otherwise, unless the context indicates otherwise. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Registerable Stock" shall mean those shares of the Company's Common Stock received by the Stockholder upon exercise of any of the Warrants, provided that such shares shall no longer be Registerable Stock once such shares are (i) sold pursuant to a registration statement declared effective by the Commission under the Securities Act, or (ii) sold pursuant to Rule 144 (or any successor rule) promulgated under the Securities Act. "Securities Act" means the Securities Act of 1933, as amended. "Stockholder" shall mean Anthony Perino. The term "Stockholder" shall also include such Stockholder's successors and assigns, legal representatives and executors or administrators when the context so requires. 2 3 ARTICLE II REGISTRATION OF COMMON STOCK Section 2.1 Required Registration. At any time after February 7, 2001, the Holder may request that the Company register the resale by him of all or any portion of the Registerable Stock (such request a "Demand Request"). The Demand Request shall specify the number of Shares of Registerable Stock as to which such Demand Request relates and the manner in which the Stockholder proposes to sell such Registerable Stock, including, if applicable, the name of any underwriters to be employed by the Stockholder in connection with such sale. If such Demand Request is made, the Company will cause the resale of the Registerable Stock specified in the Demand Request to be registered on such form of registration statement under the Securities Act as is appropriate to allow the resale of such Registerable Stock in the manner specified in the Demand Request. Notwithstanding anything herein to the contrary, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1 after the Company has effected two (2) registrations (meaning that the registration statements relating thereto have been declared effective by the Commission) at the request of the Holder, provided, however, that if the Holder requests that such registration be accomplished through the filing and effectiveness of a registration statement on Form S-3 (or such other form of registration statement then available for registering the resale of the Registerable Stock under the Securities Act that permits significant incorporation by reference of the Company's subsequent periodic reports filed with the Commission pursuant to the Exchange Act), the Company shall be obligated to effect the registration so requested unless (i) the proposed offering of the Registerable Stock does not then qualify for registration on 3 4 Form S-3, or (ii) the Company has already effected the two (2) registrations (whether on Form S-3 or otherwise) at the request of the Holder during the twelve (12) month period preceding the date of such request. The Company may delay the filing of any registration statement pursuant to this Section 2.1 for up to three (3) months after the original request for registration if (i) the filing of the registration statement would cause the Company to disclose information which would not have to be disclosed at such time absent the filing of the registration statement and the Board of Directors of the Company determines in good faith that the disclosure of such information would be materially adverse to the Company, or (ii) the delay in filing the registration statement would eliminate the need for the Company to file the registration statement utilizing interim financial statements. Section 2.2 Incidental Registration. If the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form of registration statement not available for registering Common Stock for sale to the public generally), it will give written notice of such proposed registration to the Stockholder no later than thirty (30) days prior to filing a registration statement. The Stockholder shall have ten(10) days from receipt of such notice from the Company to deliver a written request to the Company (such request , a "Piggy-back Request") that the resale by the Stockholder of all or a portion of the Registerable Stock be registered pursuant to the registration statement proposed to be filed by the Company. The Piggy-back Request shall state the number of shares of Registerable Stock as to which such Piggy-back Request relates and the manner in which the Stockholder proposes to sell such Registerable Stock. If such Piggy-back Request is made, the Company will 4 5 use its best efforts to cause the resale of the Registerable Stock specified in the Piggy-back Request to be registered for resale in the manner specified in the Piggy-back Request. In the event that any registration pursuant to this Section 2.2 shall be, in whole or in part, an underwritten public offering (a) the number of shares of Registerable Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the written opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company in the proposed registration, and (b) in addition to the foregoing, the Company's obligation to register the Registerable Stock specified in the Piggy-back Request shall be contingent upon (i) the Stockholder's agreement to include such Registerable Stock in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration, and (ii) upon the Stockholder's execution of any agreements customarily requested by underwriters in such offerings. Notwithstanding anything to the contrary contained herein, in the event that there is a firm commitment underwritten public offering of Common Stock and the Stockholder does not elect to sell its Registerable Stock to the underwriters in connection with such offering, the Stockholder shall refrain from selling any shares of Registerable Stock during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that the Stockholder shall, in any event, be entitled to sell its Registerable Stock commencing on the 90th day after the effective date of such registration statement. 5 6 Section 2.3 Registration Procedures. (a) If and whenever the Company is required by the provisions of Sections 2.1 or 2.2 hereof to effect the registration of any of the Registerable Stock under the Securities Act, the Company will, as expeditiously as possible: (i) prepare and file with the Commission a registration statement with respect to the Registerable Stock and use its best efforts to cause such registration statement to (A) become effective, and (B) remain effective for so long as all of the shares of Registerable Stock covered by such registration statement remain Registerable Stock. (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph (i) above and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registerable Stock covered by such registration statement for such period; (iii) furnish to the Stockholder such number of copies of the prospectus forming a part of such registration statement (including each preliminary prospectus) as the Stockholder may reasonably request in order to facilitate the public sale or other disposition of the Registerable Stock covered by such registration statement; (iv) use its best efforts to register or qualify the Registerable Stock covered by such registration statement under the securities or blue sky laws of such states as any underwriter or the Stockholder may reasonably request; (v) notify the Stockholder and its counsel of any stop order threatened or issued by the Commission or any state securities regulatory authority, or a trading halt threatened 6 7 or issued by the exchange or over-the-counter market in which the Common Stock is publicly traded, and take all actions required to prevent the entry of such stop order or the imposition of such trading halt or to remove such stop order or trading halt if entered or imposed; (vi) notify the Stockholder at any time when a prospectus relating to the Registerable Stock is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus, or any document incorporated by reference in the registration statement of which such prospectus forms a part, contains an untrue statement of material fact or omits to state any fact necessary to make the statements therein in the circumstances under which they were made not materially misleading, and prepare a supplement or amendment to such prospectus or any such document incorporated by reference in such registration statement so that, as thereafter delivered to the purchasers of such Registerable Stock, such prospectus or document will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein in the circumstances under which they were made not materially misleading; and (vii) cause all such Registerable Stock to be listed on the exchange or market in which the Common Stock is then listed. (b) In connection with each registration hereunder, the Stockholder will furnish to the Company in writing such information with respect to itself and the proposed distribution by it as shall be reasonably necessary in order to assure compliance with Federal and applicable state securities laws. 7 8 Section 2.4 Expenses. The Company shall pay all of the expenses in connection with any registration hereunder, regardless of whether such registration becomes effective, including in each case, without limitation, all registration and filing fees, legal, accounting, disbursements, printing, messenger and delivery expenses, and fees and expenses of any other person retained by the Company. The Stockholder's attorney and other professional fees, if any, and brokers' or other selling commissions with respect to the Registerable Stock will be borne by the Stockholder. Section 2.5 Indemnification. (a) In the event of a registration of any of the Registerable Stock under the Securities Act, the Company will indemnify and hold harmless the Stockholder and any underwriter(s) retained by the Stockholder with respect to the disposition of the Registerable Stock, and each other person, if any, who controls the Stockholder or underwriter, against any losses, claims, damages or liabilities, joint or several, to which the Stockholder or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registerable Stock was registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and shall reimburse the Stockholder, the underwriter(s) and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable in any such case if and to the extent that any such loss, claim, 8 9 damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any document made in reliance upon and in conformity with information furnished by the Stockholder or such underwriter or such controlling person in writing specifically for use in the preparation of such documents. (b) In the event of a registration of any of the Registerable Stock under the Securities Act, the Stockholder will indemnify and hold harmless the Company and each officer of the Company, each director of the Company and each person who controls the Company against all losses, claims, damages or liabilities to which the Company or any such officer, director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or omissions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registerable Stock was registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and shall reimburse the Company and each such officer, director and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Stockholder shall be liable hereunder in any such case if and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission in any document was made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Stockholder in writing specifically for use in the preparation of such documents; and provided, 9 10 further, however, that the liability of the Stockholder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of shares sold by the Stockholder under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds actually received by the Stockholder from the sale of Registerable Stock covered by such registration statement. (c) Promptly, but in no event more than five (5) business days, after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof. The failure to so notify the indemnifying party shall not relieve the indemnifying party from its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced thereby. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, except in the case of a conflict of interest, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation. No indemnifying party shall be liable for any settlement of any action or proceeding effected without its written consent. No indemnifying 10 11 party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or proceeding. (d) If the indemnification provided for in subparagraphs (a) or (b) of this Section 2.5 shall for any reason be held by a court to be unavailable to an indemnified party under such subparagraphs in respect of any losses, claims, damages or liabilities or actions in respect thereof referred to therein, then each indemnifying party shall in lieu of indemnifying such indemnified party contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or actions in such proportion as appropriate to reflect the relative fault of the Company, on the one hand, and the Stockholder, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or actions, as well as any other relevant equitable considerations, or if the allocation provided by the immediately preceding clause is not permitted by applicable law, in such proportion as shall be appropriate to reflect the relative benefits received by the Company and the Stockholder from the offering of the securities hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepre sentation. In addition, no individual or entity shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or proceeding effected without such individual's or entity's consent. 11 12 (e) The indemnification and contribution required by this Section 2.5 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. Section 2.6 Assignment. The Registration Rights contained in this Agreement shall be transferable by the Stockholder to any person or entity to whom the Stockholder transfers any share of Registerable Stock in a transaction which does not remove the shares so transferred from the definition of Registerable Stock hereunder. Section 2.7 Underwriters. The Company shall have no obligation to obtain an underwriter on behalf of the Stockholders but shall be obligated to cooperate with any underwriter who has agreed to underwrite the public sale of any Registerable Stock, including, but not limited to, furnishing such underwriter with such information as it may reasonably request and the execution of any agreements customarily requested by underwriters in such offerings. ARTICLE III MISCELLANEOUS Section 3.1 Survival of Agreement; Term. This Agreement shall not be terminated or amended, nor any provision hereof waived, unless the Stockholder and the Company agree in writing to such termination, amendment or waiver. Section 3.2 Notices. All notices to be given by any party hereunder shall be in writing and shall be deemed to have been duly given if mailed, by certified or registered mail, return receipt requested, five (5) business days after deposit in the United States Mail, or if telexed or telecopied, 12 13 sent by telegram, or delivered, when confirmation is received, to the relevant party at its address set forth below: If to the Company: Lexon Technologies Inc. 1401 Brook Drive Downers Grove, Illinois 60515 Attn: Chief Executive Officer If to the Stockholder: Anthony Perino 720 Plainfield Road Suite 200 Willowbrook, Illinois 60521 The parties may change their respective addresses for purposes of notice hereunder by giving notice of such change to all other parties in the manner provided in this Section. Section 3.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties hereto. Section 3.4 Complete Agreement. This Agreement represents the entire agreement among the Stockholder and the Company with respect to the matters set forth herein. Section 3.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which taken together are deemed to be one agreement. Section 3.6 Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement. Section 3.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law doctrine. 13 14 IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representatives to execute, this Agreement as of the day and year first above written. THE COMPANY LEXON TECHNOLOGIES INC. By: /s/ Steven J. Peskaitis ------------------------------------------ Its: /s/ President ------------------------------------------ THE STOCKHOLDER /s/ Anthony Perino --------------------------------------------- ANTHONY PERINO 14 EX-99.D 5 POST-CLOSING AGREEMENT 1 EXHIBIT D POST-CLOSING AGREEMENT The undersigned covenant and agree with one another that they will take, or cause to be taken, each of the following actions on February 10, 2000, or as soon thereafter as is reasonably possible: 1. Anthony Perino will make payment to LEXON Technologies, Inc. (the "Company") of $100,000 by wire transfer. 2. Thomas Reick will resign as a director of the Company. 3. Each of Anthony Perino, Stanley Peskaitis and Steven J. Peskaitis will amend that certain Voting Trust Agreement, of even date herewith, by and among the parties hereto, to provide for (i) the deposit of an additional 1,500,000 shares of the Company's common stock into the Voting Trust, subject to the prior rights of the holders of certain leins with respect to such shares and (ii) the release of shares from the Voting Trust to the extent such released shares are not necessary for Anthony Perino to maintain ownership of fifty-one percent (51%) of the issued and outstanding common stock of the Company. 4. Stanley Peskaitis and Steven J. Peskaitis will enter into agreements with the Company (a) providing that no additional warrants will be issued in connection with any extension or modification related to the maturity date of their outstanding loans to the Company, and (b) amending their outstanding Warrants to provide that the strike price thereof is and will remain (i) $0.50 per share with respect to one-half of such warrants and (ii) $0.25 per share with respect to the other half of such warrants. 5. Steven J. Peskaitis and the Company will deliver to Perino Schedules 4.12(e), 4.15.1, 4.16 and 4.22 to that certain Stock Purchase Agreement of even date herewith. /s/ Anthony Perino ------------------------------------ Anthony Perino /s/ Stanley Peskaitis ------------------------------------ Stanley Peskaitis /s/ Steven J. Peskaitis ------------------------------------ Steven J. Peskaitis -----END PRIVACY-ENHANCED MESSAGE-----