October 12, 1999
Xxxxxx.xxx, Inc.
As the surviving corporation in the Merger of Adatom, Inc.
With and into HeatlthCore Medical Solutions, Inc.
000 Xxxxxxxx Xxxxx - Xxxxx 000
Xxxxxxxx, XX 00000
Dear Sirs and Mesdames:
Reference is made to the Agreement and Plan of Merger dated as
of July 1, 1999, as amended, between HealthCore Medical Solutions, Inc.
("HealthCore") and Adatom, Inc ("Adatom"), under which Adatom has agreed to
merge with and into HealthCore with HealthCore surviving as the surviving
corporation under the name "Xxxxxx.xxx, Inc."(the "Surviving Corporation").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Merger Agreement.
To induce Adatom and HealthCore to consummate the Merger, the
undersigned hereby agrees that, without the prior written consent of the
Surviving Corporation (which consent, where the undersigned is an affiliate of
the Surviving Corporation, shall require the consent of the two independent
directors on the Board of Directors of the Surviving Corporation), it will not,
during the period commencing on the Effective Time and ending 180 days after the
Effective Time, (1) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of the Common Stock of the Surviving
Corporation (the "Common Stock") or any securities convertible into or
exercisable or exchangeable for Common Stock or (2) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Common
Stock or such other securities, in cash or otherwise. Commencing on the 61st day
after the Effective Date, the foregoing sentence shall not apply to 125,000
shares of Common Stock currently beneficially owned by the undersigned and in no
event shall the foregoing sentence apply to transactions relating to shares of
Common Stock or other securities acquired in open market transactions at any
time after the Effective Time.
Very truly yours,
/s/Xxxx X.Xxxxx
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Xxxx X. Xxxxx
00 Xxxxxxx Xxxxx
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(Address) Greenwich, CT
