Exhibit 10.6
CREATIVE SOLUTIONS WITH ART, INC.
00X Xxxxxx Xxxxxxx Xxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
(000) 000-0000
June __, 2005
To the Holders of Creative Solutions with Art Common Stock:
RE: REVERSE MERGER LOCK-UP AGREEMENT
Ladies and Gentlemen:
Creative Solutions with Art, Inc. (the "COMPANY") plans to enter into a
reverse merger transaction (the "REVERSE MERGER") with GlobalOptions, Inc., a
privately-held risk mitigation and security firm ("GLOBALOPTIONS"), concurrently
with a private placement of a minimum of $7,500,000 of Units, each Unit
consisting of one share of series A convertible preferred stock and a warrant to
purchase 125 shares of common stock (the "FUNDING TRANSACTIONS") of the Company.
At the closing of the Funding Transactions, the Company will succeed to and
operate the business of GlobalOptions under the current management of
GlobalOptions. We currently expect to close these Funding Transactions on or
around June 22, 2005.
You or your affiliates are, or will be at the closing of the Funding
Transactions, a holder of outstanding shares of common stock of the Company (the
"SHARES"). IT IS ESSENTIAL TO THE SUCCESS OF THE FUNDING TRANSACTIONS THAT THE
COMPANY AND ITS FINANCIAL ADVISORS CAN GIVE COMFORT TO POTENTIAL INVESTORS THAT
THE "AFTER MARKET" FOR THE SHARES OF THE COMPANY'S COMMON STOCK WILL NOT BE
DISRUPTED BY A VERY SUBSTANTIAL BLOCK OF SHARES BEING SOLD IN AN INAPPROPRIATE
FASHION. GLOBALOPTIONS HAS ALREADY OBTAINED SUCH COMFORT FROM EACH OF ITS
OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERS.
By signing and returning this agreement in the manner indicated below, each
of you hereby agrees, for yourself and any affiliate owning Shares which you
control, NOT to, directly or indirectly, publicly sell, contract to sell or
otherwise transfer any of the Shares beneficially owned by you or such affiliate
during the first 24 months following the closing date of the Funding
Transactions at a market price of less than $2.00 per share. Notwithstanding the
foregoing, you may transfer any of the Shares in a private resale transaction;
PROVIDED that such transferee agrees to be bound by the provisions of this
lock-up agreement.
By signing and returning this agreement, you further (i) represent and
consent that you have full power and authority to enter into this lock-up
agreement and that, upon request, you will execute any additional documents
necessary or desirable in connection with this lock-up agreement and its
enforcement; and (ii) understand that this lock-up agreement is irrevocable by
you, all authority herein conferred by you or agreed to be conferred by you
shall survive your death or incapacity, and any of your obligations hereunder
shall be binding on you and your heirs, personal representatives, successors and
assigns.
In order to enable the aforesaid covenant to be enforced, you hereby
consent to the placing of a stop-transfer order with the transfer agent of the
Company's common stock with respect to any of the Shares registered in your name
or beneficially owned by you or your affiliates.
Whether the Funding Transactions actually occur depends on a number of
factors. Notwithstanding the foregoing, this lock-up agreement will terminate on
July 18, 2005, in the event that the Funding Transactions are not completed on
or before such date.
Accordingly, to evidence your agreement to the terms hereof, please date,
sign and return this lock-up agreement to the Company by courier, Federal
Express or fax NO LATER THAN THE CLOSE OF BUSINESS ON JUNE 22, 2005. If you
return your signed lock-up agreement to the Company by fax, please promptly mail
the executed copy of the lock-up agreement to the Company.
Acknowledged and Agreed
this ___ day of June 2005:
_________________________________
By:
_________________________________
Name:
_________________________________
Entity (if any):
_________________________________
Title (if Shares held by Entity):
RETURN TO THE COMPANY'S COUNSEL,
XXXXXXXXX XXXXXXX, LLP, BY FAX AND
BY FEDERAL EXPRESS OR OVERNIGHT COURIER TO:
Xxxxxxxxx Traurig, LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
Accepted:
CREATIVE SOLUTIONS WITH ART, INC.
By:
-----------------------------
Xxxxx Xxxxxx
President
