EXHIBIT 10.2
LOCK-UP AGREEMENT
February [__], 2005
Xxxxxxxx Technologies, Inc.
00 Xxxxxxx Xxxx #000
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Technest Holdings, Inc.
00 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Re: Lock-up Agreement
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed Merger
Agreement (the "MERGER AGREEMENT") by and among Xxxxxxxx Technologies, Inc. a
Florida corporation ("XXXXXXXX"), Technest Holdings, Inc., a Nevada corporation
(the "TECHNEST"), Genex Technologies, Inc., a Maryland corporation ("GENEX"),
[Merger Sub] a Delaware corporation ("MERGER SUB") and each of the Selling
Stockholders named therein, pursuant to which the undersigned shall receive
shares of Xxxxxxxx common stock, $.0001 par value per share ("XXXXXXXX COMMON
STOCK") and may receive shares of Technest common stock, $.001 par value per
share ("TECHNEST COMMON STOCK").
In connection with the proposed Merger Agreement, (a) Xxxxxxxx has agreed to
enter into a Registration Rights Agreement with the undersigned (the "XXXXXXXX
REGISTRATION RIGHTS AGREEMENT") pursuant to which, among other things, Xxxxxxxx
will agree to prepare and file with the Securities and Exchange Commission (the
"SEC") a "Shelf" Registration Statement covering the resale of the shares of
Xxxxxxxx Common Stock received pursuant to the Merger Agreement by the
undersigned (the "XXXXXXXX SHARES") in an offering to be made on a continuous
basis; and (b) Technest has agreed to enter into a Registration Rights Agreement
with the undersigned (the "TECHNEST REGISTRATION RIGHTS AGREEMENT") pursuant to
which, among other things, Technest will agree to prepare and file with the
Securities and Exchange Commission (the "SEC") a "Shelf" Registration Statement
covering the resale of the shares of Technest Common Stock received pursuant to
the Merger Agreement by the undersigned (the "TECHNEST SHARES") in an offering
to be made on a continuous basis.
In order to induce you and the other parties to enter into the Merger Agreement,
to induce Xxxxxxxx to enter into the Xxxxxxxx Registration Rights Agreement, and
to induce Technest to enter into the Technest Registration Rights Agreement, the
undersigned agrees (a) not to directly or indirectly, sell, offer, contract or
grant any option to sell (including without limitation any short sale), pledge,
transfer, establish an open "put equivalent position" within the meaning of Rule
16a-1(h) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), or enter into any swap, hedge or other arraignment to transfer any
economic consequences of ownership or otherwise dispose of any of the Xxxxxxxx
Shares or publicly announce the undersigned's intention to do any the foregoing,
for the period commencing on the date hereof through July 31, 2005, without the
prior written consent of Xxxxxxxx (which consent may be withheld at the sole
discretion of Xxxxxxxx) PROVIDED THAT, the undersigned may sell or otherwise
transfer any such shares or securities without restrictions (i) to Xxxxxxxx,
(ii) to Technest or (iii) to immediate family members of the undersigned either
during the undersigned's lifetime or on the undersigned's death, as a bona fide
gift, by will or by intestate succession to the undersigned's immediate family
or to a trust the beneficiaries of which are exclusively the undersigned's
and/or a member or members of the undersigned's immediate family (and for
purposes of this paragraph, "immediate family" shall mean spouse, lineal
descendant, stepchildren, father, mother, brother or sister of the transferor),
as a bona fide gift, provided such persons agree in writing with Xxxxxxxx not to
sell, offer, dispose of or otherwise transfer any such shares or securities
during such specified period without the prior written consent of Xxxxxxxx
(which consent may be withheld at the sole discretion of Xxxxxxxx); (b) that
commencing on August 1, 2005, the undersigned agrees not to sell more than ten
percent (10%) of the aggregate Xxxxxxxx Shares issued to the undersigned
pursuant to the Merger Agreement in any given thirty (30) day period, and (c)
not to sell more than twenty-five percent (25%) of the aggregate Technest Shares
(as defined below) issued to the undersigned in any given thirty (30) day
period.
Any securities acquired by the undersigned in the open market will not be
subject to this Agreement. The provisions of this agreement are in addition to
any restrictions that may be imposed by the Merger Agreement, the Registration
Rights Agreement, or other transaction documents entered into in connection with
the Merger Agreement.
In furtherance of the foregoing, the Company, Xxxxxxxx or their transfer agents
are hereby authorized to decline to make any transfer of shares of Securities if
such transfer would constitute a violation or breach of this Agreement. This
Agreement shall be binding on the undersigned and the successors, heirs,
personal representatives and assigns of the undersigned.
Very truly yours,
___________________________
Xxxxx Xxxx
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