EXHIBIT 99.7
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT (the "AGREEMENT") is made and entered into on
September 21, 2004, between Kenneth Ducey Jr., Robert Tarini (each, a "HOLDER"
and collectively, the "HOLDERS") and Markland Technologies, Inc., a Florida
corporation (the "COMPANY").
RECITALS
A. The Company proposes to enter into a Purchase Agreement (the
"PURCHASE AGREEMENT") with the Investors named therein (the "INVESTORS"),
pursuant to which, among other things, the Company will borrow certain sums in
consideration for, among other things, the issuance of secured convertible notes
in the aggregate initial principal amount of $3,250,000 ("NOTES") and warrants
("WARRANTS").
B. Each Holder party to this Agreement holds or controls the number of
shares of the Company's Common Stock (the "SHARES") set forth on such Holder's
signature page to this Agreement.
C. It is a condition to the Investors' obligations to consummate the
Purchase Agreement that the Holders execute and deliver this Agreement to the
Company.
D. Capitalized terms that are used but not otherwise defined herein
have the meanings given to such terms in the Purchase Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Holders and the
Company, intending to be legally bound, agree as follows:
1. From and after the date of this Agreement until the 60th day after the
Effective Date of the Registration Statement, each Holder hereby
irrevocably agrees that neither it nor any of its affiliates will
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 or otherwise transfer or dispose of,
directly or indirectly (including by way of swap, pledge or other
derivative transactions), or announce the offering of, any Shares
(including any that it may gain rights or ownership to after the date
of this Agreement), or any securities issuable upon any conversion,
exchange, reset or otherwise with respect to, such Shares.
2. Each Holder hereby represents and warrants that other than what is
disclosed in the Purchase Agreement, the accompanying schedules and
exhibits, and the Company's SEC filings, neither they nor any other
affiliates beneficially own or otherwise have the right to receive any
Shares, or any economic interest therein or derivative therefrom, other
than those Shares specified on its signature page to this Agreement.
3. The Holders and the Company each acknowledge and agree that this
Agreement is entered into for the benefit of and is enforceable by the
Investors and their successors and assigns. Accordingly, the parties
understand and agree that any Investor shall have the right to seek any
one or more remedies for any act in contravention of this Agreement,
including obtaining injunctive relief and monetary damages against any
one or more of the parties hereto.
4. Other than the consideration specifically referenced herein, the
parties hereto agree that no fee, payment or additional consideration
in any form has or will be paid to any Holder in connection with, or as
an inducement to enter into, this Agreement.
5. This Agreement will terminate as of the first to occur of (i) notice
from the Company and the Investors that the transactions contemplated
by the Purchase Agreement shall have been terminated in accordance with
their terms, or (ii) 60 days after the Effective Date of the
Registration Statement.
6. This Agreement may not be amended, waived, restated, modified or
assigned in any manner except by a written agreement executed by each
of the parties hereto and then if and only if consented to in writing
by the Investors.
7. Each party hereto shall notify the other and the Investors of any
breach or purported breach of this Agreement in writing.
8. This Agreement may be executed in facsimile and in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original, but all of which shall together constitute one and
the same agreement.
9. If any provision of this Agreement is held to be invalid or
unenforceable for any reason, such provision will be conformed to
prevailing law rather than voided, if possible, in order to achieve the
intent of the parties and, in any event, the remaining provisions of
this Agreement shall remain in full force and effect and shall be
binding upon the parties hereto.
10. The terms and provisions of this Agreement shall be construed in
accordance with the laws of the State of New York, without regards to
principles of conflicts of law, and the federal laws of the United
States of America applicable therein.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement as of the day and year first above written.
/s/ Kenneth Ducey Jr.
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Kenneth Ducey Jr.
Number of Shares beneficially owned:
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Number of Shares owned by
affiliates as to which such
Holder has an economic
interest:
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/s/ Robert Tarini
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Robert Tarini
Number of Shares beneficially owned:
--------------------------------------
Number of Shares owned by
affiliates as to which such
Holder has an economic
interest:
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MARKLAND TECHNOLOGIES, INC.
By: /s/ Kenneth P. Ducey, Jr.
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Name:
Title:
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