Exhibit 99.4
LOCK-UP AGREEMENT
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THIS LOCK-UP AGREEMENT dated as of May 16, 2002 (the "Agreement"), is
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entered into by and among TDT Development, Inc., a Nevada corporation (the
"Company"), Stanford Venture Capital Holdings, Inc., a Delaware corporation
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("Stanford"), and the undersigned stockholders of TDT Development, Inc. (the
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"TDT Stockholders"). Capitalized terms not defined herein shall have the
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meanings ascribed to them in the Securities Purchase Agreement.
W I T N E S S E T H:
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WHEREAS, the TDT Stockholders are holders of shares of capital stock of the
Company ("Company Capital Stock") as set forth on Schedle A attached hereto
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(the "Shares");
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WHEREAS, pursuant to the Securities Purchase Agreement dated May 15, 2002
(the "Securities Purchase Agreement") by and among the Company, Stanford,
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Stronghold Technologies, Inc., Xxxxxxxxxxx X. Xxxxx and Xxxxxx Bortolatti,
Stanford has agreed to acquire such number of shares of the Company's Series A
$1.50 Convertible Preferred Stock set forth in the Securities Purchase
Agreement, which is convertible into shares of the Company's common stock,
par value $0.0001 per share (the "Common Stock");
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and
WHEREAS, it is a condition to the Securities Purchase Agreement that the
TDT Stockholders execute this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. PROHIBITED TRANSFERS
(a) The TDT Stockholders shall not sell, assign, transfer, pledge,
hypothecate, mortgage, encumber or otherwise dispose (a "Transfer") of all or
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any of their Shares for a period of two years from the date hereof.
Notwithstanding the foregoing, certain of the TDT Stockholders (Xxxxxx X.
Xxxxxx, Xxxxx X. Xxxxxxxxx and Xxxxxxxxx X. X'Xxxxx) shall not be subject to the
provisions of this Section 1(a) with respect to 50,000 Shares owned by them
after the first anniversary of the date hereof. The term "dispose" includes but
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is not limited to, the act of selling, assigning, includes, transferring,
pledging, hypothecating, encumbering, mortgaging, giving and any other form of
disposing or conveying, whether voluntary or by operation of law, except for, a
private sale where the purchaser agrees to be bound by each and all the
restrictions in this Agreement as if such purchaser was an original TDT
Stockholder.
(b) Upon the lapse of the two-year term set forth in Section 1(a),
Xxxxxxxxxxx X. Xxxxx and Xxxx Xxxxx shall Transfer their Shares only in
compliance with the volume
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limitations set forth in Rule 144 promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), whether or not such TDT Stockholder is
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subject to such volume limitation.
(c) Notwithstanding the foregoing, the TDT Stockholders may transfer
all or any of their Shares (i) by way of gift to any member of their family or
to any trust for the benefit of any such family member of the TDT Stockholders,
provided that any such transferee shall agree in writing with the Company, as a
condition to such transfer, to be bound by all of the provisions of this
Agreement to the same extent as if such transferee were one of TDT Stockholders,
or (ii) by will or the laws of descent and distribution, in which event each
such transferee shall be bound by all of the provisions of this Agreement to the
same extent as if such transferee were one of the TDT Stockholders. As used
herein, the word "family" shall include any spouse, lineal ancestor or
descendant, brother or sister.
(d) No transfer of Shares otherwise permitted by this Agreement may be
made unless (i) the Shares shall have first been registered under the Securities
Act; (ii) the Company shall have first been furnished with an opinion of legal
counsel, reasonably satisfactory to the Company, to the effect that such
transfer is exempt from the registration requirements of the Securities Act; or
(iii) such transfer is within the limitations of and in compliance with Rule 144
under the Securities Act.
(e) Any transfer or other disposition of Shares in violation of the
restrictions on transfer contained herein shall be null and void and shall not
entitle TDT Stockholders or any proposed transferee or other person to have any
Shares transferred upon the books of the Company.
2. RELEASE OF SHARES FROM TRANSFER RESTRICTIONS UPON REQUEST
The Company may be petitioned (the "Petition") in writing by any of the
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parties hereto (the "Requesting Party")to waive some or all of the restrictions
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of this Agreement with respect to Shares. In such event, the Company shall
notify in writing (the "Petition Notice") the other parties hereto (the
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"Remaining Parties") of the petition by the Requesting Party. Within 10 business
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days of receipt of the Petition Notice, each of the Remaining Parties shall
notify in writing the Company of consent or denial of such Remaining Party with
respect to the Petition. If any Remaining Party does not reply within the
prescribed notice period, the Company shall deem such party to have consented to
the Petition. Upon expiration of such ten-day period, the Company shall tabulate
the consents and denials with each Share owned or held by each of the Remaining
Parties representing one vote for consent or denial, as the case may be. If a
majority of the Remaining Parties have consented the Company shall then either
waive the restrictions in the Petition or send notice to the Requesting Party
and the Remaining Parties that the Petition has been denied. If the Company
releases any the Requesting Party's Shares of restrictions in accordance with
the Petition ("Waived Restrictions"), then the Company shall notify the
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Requesting Party of such consent and release. The Company shall also notify the
Remaining Parties of such consent and release such number of Shares owned by
each of the Remaining Parties equal to number of Shares owned by the Remaining
Party multiplied by a fraction the numerator of which shall be the number of
Shares of the Requesting Party subject to the Waived
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Restrictions and the denominator of which shall be the aggregate of the number
of Shares owned by the Requesting Party.
3. RIGHTS AS STANFORD AND AS TDT STOCKHOLDERS
It is understood that the TDT Stockholders have the right to vote all of
the Shares held by them and that they shall be entitled to all dividends or
distributions made by the Company arising in respect of the Shares, in cash,
stock or other property, including warrants, options or other rights.
4. SPECIFIC ENFORCEMENT
The parties hereby acknowledge and agree that they may be irreparably
damaged in the event that this Agreement is not specifically enforced. Upon a
breach or threatened breach of the terms, covenants and/or conditions of this
Agreement by any party, any other party shall, in addition to all other
remedies, be entitled to a temporary or permanent injunction, without showing
any actual damage, and/or a decree for specific performance, in accordance with
the provisions hereof.
5. LEGEND All certificates evidencing any of the Shares subject to this
Agreement shall also bear a legend substantially as follows during the term of
this Agreement:
"The shares represented by this certificate are subject to
restrictions on transfer and may not be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of
except in accordance with and subject to all the terms and
conditions of a certain Lock-Up Agreement dated as of May 15,
2002 as it may be amended from time to time, a copy of which may
be obtain from the Company upon request and without charge."
6. NOTICES
Any notice required or permitted hereunder shall be given in writing
(unless otherwise specified herein) and shall be effective upon personal
delivery, via facsimile (upon receipt of confirmation of error-free transmission
and mailing a copy of such confirmation, postage prepaid by certified mail,
return receipt requested) or two business days following deposit of such notice
with an internationally recognized courier service, with postage prepaid and
addressed to each of the other parties thereunto entitled at the following
addresses, or at such other addresses as a party may designate by five days
advance written notice to each of the other parties hereto.
COMPANY PRIOR TO THE
FIRST CLOSING DATE: TDT Development, Inc.
000 Xx Xxxxx X.
Xxxxxxxx, Xxxxxx, Xxxxxx X0X 0X0
Attention: Pietro Bortolatti
Telephone: (000) 000-0000
Facsimile:
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WITH A COPY TO: Xxxxxx Xxxxxxxxxx & Xxxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
COMPANY SUBSEQUENT Stronghold Technologies, Inc.
TO THE FIRST CLOSING DATE: 000 Xxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxxxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH A COPY TO: Xxxx and Xxxx, LLP
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
STANFORD: Stanford Venture Capital Holdings, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH A COPY TO: Stanford Financial Group
0000 Xxxxxxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
TDT STOCKHOLDERS: At the address and facsimile set forth
on the signature page
7. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Delaware, without regard to its principles of conflict of
laws. Any action or proceeding seeking to enforce any provision of, or based on
any right arising out of, this Agreement may be brought against any party in the
federal courts of Florida or the state courts of the State of Florida, and each
of the parties consents to the jurisdiction of such courts and hereby waives, to
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the maximum extent permitted by law, any objection, including any objections
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions.
8. MISCELLANEOUS
(a) ENTIRE AGREEMENT. This Agreement supersedes all prior agreements
and understandings among the parties hereto with respect to the subject matter
hereof. This Agreement, including any certificate, schedule, exhibit or other
document delivered pursuant to its terms, constitutes the entire agreement among
the parties hereto with respect to the subject matters hereof and thereof, and
supersedes all prior agreements and understandings, whether written or oral,
among the parties with respect to such subject matters.
(b) AMENDMENTS. This Agreement may not be amended except by an
instrument in writing signed by the party to be charged with enforcement.
(c) WAIVER. No waiver of any provision of this Agreement shall be
deemed a waiver of any other provisions or shall a waiver of the performance of
a provision in one or more instances be deemed a waiver of future performance
thereof.
(d) CONSTRUCTION. This Agreement has been entered into freely by each
of the parties, following consultation with their respective counsel, and shall
be interpreted fairly in accordance with its respective terms, without any
construction in favor of or against either party.
(e) BINDING EFFECT OF AGREEMENT. This Agreement shall inure to the
benefit of, and be binding upon the successors and assigns of each of the
parties hereto.
(f) SEVERABILITY. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement or
the validity or unenforceability of this Agreement in any other jurisdiction.
(g) ATTORNEYS' FEES. If any action should arise between the parties
hereto to enforce or interpret the provisions of this Agreement, the prevailing
party in such action shall be reimbursed for all reasonable expenses incurred in
connection with such action, including reasonable attorneys' fees.
(h) HEADINGS. The headings of this Agreement are for convenience of
reference only and shall not form part of, or affect the interpretation of this
Agreement.
(i) COUNTERPARTS. This Agreement may be signed in one or more
counterparts, each of which shall be deemed an original and all of which, when
taken together, will be deemed to constitute one and the same agreement.
9. CONTINGENT APPLICABILITY. This entire Agreement is contingent upon the
First Closing under the Securities Purchase Agreement. If there is no First
Closing, this Agreement shall become null and void and of no effect. The fully
executed copies of this Agreement are being held by Xxxx and Xxxx, LLP. If the
First Closing shall not occur, Xxxx and
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Xxxx, LLP shall destroy all copies of this Agreement and notify each TDT
Stockholder and the Company that this Agreement has been destroyed and is of no
further effect.
IN WITNESS WHEREOF, this Agreement has been duly executed by each of the
undersigned.
TDT DEVELOPMENT, INC. STANFORD VENTURE CAPITAL HOLDINGS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxxxxxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
Title: President and CEO Title: President and CFO
[TDT STOCKHOLDERS' SIGNATURES ON FOLLOWING PAGE]
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TDT STOCKHOLDERS:
XXXXXXXXXXX X. XXXXX
/s/ Xxxxxxxxxxx X. Xxxxx
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(Signature)
Address: 000 Xxxxxxxxx Xxxx
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Xxxxxxxxxxxxx, XX 00000
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Telephone: (000) 000-0000
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Facsimile: (000) 000-0000
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XXXX XXXXX
/s/ Xxxx Xxxxx
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(Signature)
Address: 000 Xxxxxxxxx Xxxx
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Xxxxxxxxxxxxx, XX 00000
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Telephone: (908) 630) 9003
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Facsimile: (000) 000-0000
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XXXXXX X. XXXXXX
/s/ Xxxxxx Xxxxxx
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(Signature)
Address:11705 Xxxxxx Xxxx Xx
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Xxxxxx, XX 00000
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Telephone: 000-000-0000
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Facsimile: 000-000-0000
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XXXXX X. XXXXXXXXX
/s/ Xxxxx X. Xxxxxxxxx
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(Signature)
Address: 00 Xxxxxxxx Xxxxxx
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Xxx Xxx, XX 00000
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Telephone:
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Facsimile:
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XXXXXXXXX X. X'XXXXX
/s/ Xxxxxxxxx X. X'Xxxxx
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(Signature)
Address: X.X. Xxx 000
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Blue Ridge Summit, PA
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17214
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Telephone: 000-000-0000
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Facsimile: 000-000-0000
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SCHEDULE A
TO LOCK-UP AGREEMENT
DATED AS OF MAY 16, 2002
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TDT STOCKHOLDERS SHARES OF THE COMPANY CAPITAL
STOCK
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Xxxxxxxxxxx X. Xxxxx 1,093,750
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Xxxxxxxxxxx X. Xxxxx and Xxxx Xxxxx, TBE 3,937,500
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Xxxxxx X. Xxxxxx 437,500
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Xxxxx X. Xxxxxxxxx 437,500
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Xxxxxxxxx X. X'Xxxxx 437,500
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