EXHIBIT 9
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT ("Agreement") is made and entered this 15 day of
August, 1996, by and among GUARDIAN INTERNATIONAL, INC., a Nevada corporation
("Surviving Corporation"), INTERNATIONAL TREASURY AND INVESTMENTS, LTD., a
British Virgin Islands corporation ("ITI"), XXXXXX X. XXXXXXX ("Xxxxxxx"),
XXXXXX FINANCIAL CORPORATION ("Knight") and XXXXX XXXXX ("Xxxxx") (ITI, Xxxxxxx,
Knight and Xxxxx are sometimes hereinafter referred to individually as
"Shareholder" and collectively as the "Shareholders").
W I T N E S S E T H:
WHEREAS, Everest Security Systems Corporation, a Nevada corporation
("Everest"), and Guardian International, Inc., a Florida corporation
("Guardian"), entered into that certain Agreement and Plan of Merger dated
August 15, 1996 ("Merger Agreement"), essentially providing that Guardian will
merge into Everest but the name of the entity shall be changed to "Guardian
International, Inc."; and
WHEREAS, each of ITI, Xxxxxxx, Knight and Xxxxx is the record owner of
1,085,000, 66,250, 66,250, and 110,000, respectively, shares of the common
stock, $.001 par value ("Stock"), of the Surviving Corporation (f/k/a Everest
Security Systems Corporation); and
WHEREAS, as a material inducement for Guardian to consummate the
transactions contemplated by the Merger Agreement, each of the Shareholders have
agreed to restrict the transferability of seventy percent (70%) of their
respective Stock ("Restricted Shares'), as more particularly set forth herein;
NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good
and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. The foregoing recitals are true and correct and are hereby
incorporated into this Agreement by this reference. Certain capitalized terms
used herein shall have the same meaning ascribed to them in the Merger
Agreement, unless the context herein requires otherwise.
2. Each of the Shareholders hereby represents and warrants that (i)
he/she/it has the full right, power and authority to enter into this Agreement
to restrict the transferability and salability of its Restricted Shares as
provided herein; (ii) except as set forth on EXHIBIT "A" attached hereto and
made a part hereof, it owns its Restricted Shares free and clear of any and all
liens, claims, charges and encumbrances; and (iii) except as set forth on
EXHIBIT "B" attached hereto and made a part hereof, compliance with the terms
and conditions of this Agreement will
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not conflict with, result in a breach of, or constitute a default under any
instrument or violate any law to which any of the Shareholders is a party or
bound by.
3. Each Shareholder, its successors, assigns, heirs and personal
representatives, hereby agrees that it will not offer, sell, transfer, assign,
mortgage, pledge, hypothecate or in any manner dispose of its Restricted Shares,
unless and until the shares of the Surviving Corporation received by the former
Guardian shareholders pursuant to the Merger Agreement become freely
transferable, without any restrictions whatsoever, under the Securities Act of
1933, as amended and the rules and regulations promulgated thereunder.
4. Each Shareholder hereby consents and agrees, simultaneous with the
execution of this Agreement, to deliver the certificates representing the
Restricted Shares to the Surviving Corporation, and the Surviving Corporation
shall endorse on the face of each such certificate a legend reading
substantially as follows:
Any sale, assignment, transfer, pledge or other disposition of the
shares of stock represented by this certificate is restricted by and
subject to the terms and provisions of a Lock-Up Agreement, dated as of
the 15th day of August, 1996. A copy of said Lock-Up Agreement is on
file with the Secretary of the Surviving Corporation. By acceptance of
this certificate, the holder hereof agrees to be bound by the terms of
said Lock-Up Agreement.
In addition, the Surviving Corporation shall make its transfer agent aware of
the terms and provisions of this Agreement and shall place stop transfer orders
with such transfer agent against the future transfer of the Restricted Shares in
accordance with the terms and provisions set forth herein.
5. (a) This Agreement sets forth all the promises, covenants,
agreements, conditions and understanding between the parties hereto, and
supersedes all prior and contemporaneous agreements, understandings, inducements
or conditions, expressed or implied, oral or written, to the extent such
agreements relate in any way to the subject matter hereof, except as herein
contained.
(b) This Agreement shall be binding upon the parties hereto, their
heirs, administrators, successors and assigns.
(c) The parties hereby irrevocably agree that no attempted
amendment, modification, termination, discharge or change (collectively,
"Amendment") of this Agreement hall be valid and effective, unless the parties
shall unanimously agree in writing to such Amendment.
(d) No waiver of any provision of this Agreement shall be effective
unless it is in writing and signed by the party against whom it is asserted, and
any such written waiver shall
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only be applicable to the specific instance to which it relates and shall not be
deemed to be a continuing or future waiver.
(e) All pronouns shall be deemed to refer to the masculine,
feminine, neuter, singular or plural, as the identity of the party or parties,
or their personal representatives, successors and assigns may require.
(f) This Agreement and any amendments may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.
(g) This Agreement shall be construed in accordance with the laws of
the State of Florida and any proceeding arising between the parties in any
manner pertaining or to this Agreement shall, to the extent permitted by law, be
held in Broward County, Florida.
(h) The parties hereto will execute and deliver such further
instruments and do such further acts and things as may be reasonably required to
carry out the intent and purposes of this Agreement.
(i) This Agreement is intended to be performed in accordance with,
and only to the extent permitted by, all applicable laws, ordinances, rules and
regulations of the jurisdiction in which the parties do business. If any
provision of this Agreement, or the application thereof to any person or
circumstance shall, for any reason or to any extent, be invalid or
unenforceable, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected thereby, but
rather shall be enforced to the greatest extent permitted by law.
(j) If any party hereto is required to engage in litigation against
any other party hereto, either as plaintiff or as defendant, in order to enforce
or defend any of its or his rights under this Agreement, and such litigation
results in a final judgment in favor of such party ("Prevailing Party"), then
the party or parties against whom said final judgment is obtained shall
reimburse the Prevailing Party for all direct, indirect or incidental expenses
incurred by the Prevailing Party in so enforcing or defending its or his rights
hereunder, including, but not limited to, all attorneys' fees and court costs
and other expenses incurred throughout all negotiations, trials or appeals
undertaken in order to enforce the Prevailing Party's rights hereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
upon day and year first set forth above.
SIGNED, SEALED AND DELIVERED SURVIVING CORPORATION:
IN THE PRESENCE OF
GUARDIAN INTERNATIONAL, INC., a
Nevada corporation
/s/ XXXXXXX X. XXXXXXX By: /s/ XXXXXXX XXXXXXXX
-------------------------------- ---------------------------
Print Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxxx
--------------------- -------------------------
Title: Vice President
------------------------
/s/ XXXXX XXXXX
--------------------------------
PRINT NAME: Xxxxx Xxxxx
---------------------
ITI:
INTERNATIONAL TREASURY AND
INVESTMENTS, LTD., a British Virgin
Islands corporation
/s/ XXXXXXX X. XXXXX By: /s/ XXXXX X. XXXXX
-------------------------------- ---------------------------
PRINT NAME: Xxxxxxx X. Xxxxx Name: Xxxxx X. Xxxxx
--------------------- -------------------------
Title: Company Secretary
------------------------
--------------------------------
PRINT NAME:
---------------------
XXXXXXX:
/s/ XXXXXXX X. XXXXXXX /s/ XXXXXX X. XXXXXXX
-------------------------------- ------------------------------
PRINT NAME: Xxxxxxx X. Xxxxxxx XXXXXX X. XXXXXXX
---------------------
/s/ XXXXX XXXXX
--------------------------------
PRINT NAME: Xxxxx Xxxxx
---------------------
KNIGHT:
/s/ XXXXXXX X. XXXXXXX /s/ XXXXXX XXXXXX
-------------------------------- ------------------------------
PRINT NAME: Xxxxxxx X. Xxxxxxx XXXXXX XXXXXX, PRESIDENT
---------------------
/s/ XXXXX XXXXX
--------------------------------
PRINT NAME: Xxxxx Xxxxx
---------------------
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XXXXX:
/s/ XXXXXXX X. XXXXXXX /s/ XXXXX XXXXX
-------------------------------- ------------------------------
XXXXX XXXXX
PRINT NAME: XXXXXXX X. XXXXXXX
----------------------
/s/ XXXXX XXXXX
---------------------------------
PRINT NAME: Xxxxx Xxxxx
----------------------
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EXHIBIT "A"
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EXHIBIT "B"
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