LOCK-UP AGREEMENT (Global Realty Development Corp.) July ___, 2007
Exhibit
10.6
3
July
___,
2007
▇▇▇▇▇▇▇
Capital Inc.
▇▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇
As
Representative of the Purchasers
Ladies
and Gentlemen:
This
letter agreement (this “Agreement”) relates to the proposed
offering (the “Offering”) by Global Realty Development Corp., a
Delaware corporation (the “Company”), of Offering Units (the
“Offering Units”) comprised of 12% Senior Promissory Notes
(the
“Notes”) and the Initial Warrants and Additional Warrants
(together, the “Warrants”) to purchase Common Stock of the
Company (the “Common Stock”).
The
Offering is governed by a certain Note and Warrant Purchase Agreement dated
July
____, 2007 by and between the Company and ▇▇▇▇▇▇▇ Capital Inc.
(“HC”), as representative of the several purchasers named
therein (the “Representative”). In order to induce
the Representative to act as underwriter for the Offering, each of the
undersigned hereby agrees that, except as set forth herein, without the prior
written consent of HC during the Lock-Up Period (as defined below), the
undersigned shall not, directly or indirectly:
(a) offer,
sell, agree to offer or sell, solicit offers to purchase, grant any call option
or purchase any put option with respect to, pledge, borrow or otherwise dispose
of any Relevant Security (as defined below), and/or
(b) establish
or increase any “put equivalent position” or liquidate or decrease any “call
equivalent position” with respect to any Relevant Security (in each case within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder), or otherwise enter into
any swap, derivative or other transaction or arrangement that transfers to
another, in whole or in part, any economic consequence of ownership of a
Relevant Security, whether or not such transaction is to be settled by delivery
of Relevant Securities, other securities, cash or other
consideration.
As
used
herein, the term “Lock-Up Period” means the earliest of (i) the
period beginning on the date of the initial closing (the “Initial
Closing”) of the purchase and sale of the Offering Units and ending
ninety (90) days after which the registration statement for securities issued
in
connection with the Offering is declared effective by the Securities and
Exchange Commission (the “Effective Date”), or (ii) one (1)
year after the Initial Closing, if no registration statement is declared
effective as of such date.
1
As
used
herein, the term “Relevant Security” means any shares of Common
Stock or any other debt, equity, option, warrant or other security or instrument
(“Other Securities”) of or binding upon the Company thereof
that is convertible into, or exercisable or exchangeable for, shares of Common
Stock of the Company or that holds the right to acquire any shares of Common
Stock of the Company.
Each
of
the undersigned hereby authorizes the Company during the Lock-Up Period to
cause
any transfer agent for the Relevant Securities to decline to transfer, and
to
note stop transfer restrictions on the stock register and other records relating
to, Relevant Securities for which the undersigned is the record holder and,
in
the case of Relevant Securities for which the undersigned is the beneficial
but
not the record holder, agrees during the Lock-Up Period to cause the record
holder to cause the relevant transfer agent to decline to transfer, and to
note
stop transfer restrictions on the stock register and other records relating
to,
such Relevant Securities.
Each
of
the undersigned hereby further agrees that, without the prior written consent
of
HC during the Lock-Up Period the undersigned shall not:
(x) file
or participate in the filing with the Securities and Exchange Commission of
any
registration statement, or circulate or participate in the circulation of any
preliminary or final prospectus or other disclosure document with respect to
any
proposed offering or sale of a Relevant Security, and/or
(y) exercise
any rights the undersigned may have to require registration with the Securities
and Exchange Commission of any proposed offering or sale of a Relevant
Security.
Each
of
the undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this Agreement and that this Agreement
constitutes the legal, valid and binding obligation of the undersigned,
enforceable in accordance with its terms. Upon request, the
undersigned will execute any additional documents necessary in connection with
enforcement hereof. Any obligations of the undersigned shall be
binding upon the successors and assigns of the undersigned from the date first
above written.
Notwithstanding
any provision of this Agreement to the contrary, the restrictions contained
in
this Agreement shall not apply to the resale of any Relevant Security acquired
by the undersigned in the public markets subsequent to the Effective
Date. Provided further that, the restrictions contained in this
Agreement shall not apply to the sale or transfer by ▇▇▇ ▇. ▇▇▇▇▇▇▇ for up
to
$4,000,000 of unregistered Common Stock owned or held by ▇▇. ▇▇▇▇▇▇▇ in private
sales to non-institutional buyers.
2
It
is
understood that if the Effective Date does not occur prior to one (1) year
after
the Initial Closing, then, without further act by or on the part of the
Representative, each of the undersigned will be released from his, her or its
obligation under this Agreement.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida, without regard to the conflicts of laws principles
thereof. This Agreement may be executed by facsimile transmission,
and in counterparts, each of which will be deemed an original, and shall be
effective as delivery of the original hereof.
Very
truly yours,
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By:
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