REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2007 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
This Registration Rights Agreement (“Agreement”), dated as of June 11, 2007, is made by and between MARKLAND TECHNOLOGIES, INC., a Florida corporation (“Company”), and SOUTHRIDGE PARTNERS LP, a Delaware limited partnership, SOUTHSHORE CAPITAL FUND LTD, a Cayman Islands corporation, ABERDEEN AVENUE LLC, a Cayman Islands limited liability company, BRITTANY CAPITAL MANAGEMENT LTD., a Bahamian corporation, ROBERT TARINI, GINO PEREIRA and syndicated investors (each such investor is an “Investor,” and all such investors are, collectively, the “Investors”).
LEASE ASSUMPTION AND INDEMNIFICATION AGREEMENTLease Assumption and Indemnification Agreement • June 29th, 2007 • Markland Technologies Inc • Measuring & controlling devices, nec
This Lease Assumption and Indemnification Agreement (this “Agreement”) is made this 11th day of June, 2007, by and between Robert Tarini (the “Executive”), a resident of the State of Rhode Island, and Markland Technologies, Inc., and its subsidiaries and affiliates (collectively, the “Company”). The signatories to this Agreement will be referred to jointly as the “Parties.”
LITIGATION SETTLEMENT, SECURITIES PURCHASE, RELINQUISHMENT AND EXCHANGE AGREEMENTAnd Exchange Agreement • June 29th, 2007 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
This Litigation Settlement, Securities Purchase, Relinquishment and Exchange Agreement (this “Agreement”) is made and entered into as of June 11, 2007, among Markland Technologies, Inc., a Florida corporation (“Markland” or the “Company”), the investors signatory hereto (each such investor is a “Investor” and all such investors are, collectively, the “Investors”) and the holders signatory hereto (each such holder is a “Holder,” and all such holders are, collectively, the “Holders”).
SECURITY AGREEMENTSecurity Agreement • June 29th, 2007 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
SECURITY AGREEMENT (this “Agreement”), is made and entered into as of June 11, 2007, among Markland Technologies, Inc., a Florida corporation (the “Company”), and the secured parties signatory hereto, and their endorsees, transferees and assigns (each such secured parties, and collectively, the “Secured Party”).
ESCROW AGREEMENTEscrow Agreement • June 29th, 2007 • Markland Technologies Inc • Measuring & controlling devices, nec • New York
ESCROW AGREEMENT dated as of this 11th day of June 2007 (the “Agreement”), by and among MARKLAND TECHNOLOGIES, INC., a Florida corporation (the “Company”), GERSTEN SAVAGE LLP, (the “Agent”), SOUTHRIDGE PARTNERS LP, a Delaware limited partnership (“Southridge”), SOUTHSHORE CAPITAL FUND LTD, a Cayman Islands corporation, ABERDEEN AVENUE LLC, a Cayman Islands limited liability company, BRITTANY CAPITAL MANAGEMENT LTD., a Bahamian corporation, ROBERT TARINI, GINO PEREIRA and syndicated investors (each such investor is an “Investor,” and all such investors are, collectively, the “Investors”), and STEPHEN HICKS, as representative of the Investors.
MUTUAL RELEASE AND INDEMNIFICATION AGREEMENTMutual Release and Indemnification Agreement • June 29th, 2007 • Markland Technologies Inc • Measuring & controlling devices, nec
This Mutual Release and Indemnification Agreement (this “Agreement”) is made this 11th day of June, 2007, by and between Robert Tarini (the “Executive”), a resident of the State of Rhode Island, and Markland Technologies, Inc., and its subsidiaries and affiliates (collectively, the “Company”). The signatories to this Agreement will be referred to jointly as the “Parties.”
