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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. Xxxxxxx Xxxxxx will make payment to LEXON Technologies, Inc. (the
"Company") of $100,000 by wire transfer.
2. Xxxxxx Xxxxx will resign as a director of the Company.
3. Each of Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxxx 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
xxxxx 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 Xxxxxxx Xxxxxx to maintain ownership of fifty-one percent (51%) of
the issued and outstanding common stock of the Company.
4. Xxxxxxx Xxxxxxxxx and Xxxxxx X. Xxxxxxxxx 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. Xxxxxx X. Xxxxxxxxx and the Company will deliver to Xxxxxx Schedules
4.12(e), 4.15.1, 4.16 and 4.22 to that certain Stock Purchase Agreement
of even date herewith.
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
