EXHIBIT 10.7
GLOBALOPTIONS, INC.
75 Rockefeller Plaza, 27th Floor
New York, New York 10019
(212) 445-6261
May __, 2005
To the Holders of GlobalOptions Common Stock and other Securities:
RE:
REVERSE MERGER LOCK-UP AGREEMENT
--------------------------------
Ladies and Gentlemen:
GlobalOptions,
Inc. (the
"COMPANY")
plans to enter into a reverse
merger
transaction
(the
"REVERSE
MERGER")
with a
publicly-traded
company,
concurrently
with a
private
placement
by the
publicly-traded
company
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").
The
publicly-traded
company,
which is called
"PUBCO" for purposes of this lock-up agreement, will then succeed
to and operate
the business of the Company
under the current
management
of the
Company.
We
currently expect to close these Funding
Transactions on or around May 18, 2005.
Pubco is not
identified
at this time due to securities
regulations
regarding
"insider"
knowledge
of
upcoming
transactions
involving
publicly-traded
securities.
You are a holder (a
"HOLDER") of (i)
outstanding
shares of common
stock of
GlobalOptions,
(ii)
outstanding
shares of Series A,
Series
A-1 or
Series A-2 preferred stock of GlobalOptions which are convertible
into shares of
common stock,
(iii)
convertible
notes of GlobalOptions
which are convertible
into shares of common
stock,
(iv)
warrants
to purchase
shares of Series A-1
preferred
stock or
common
stock of
GlobalOptions
or (v)
stock
options
to
purchase shares of common stock of GlobalOptions, which, if we are
successful in
closing the Funding
Transactions,
will be exchanged for common stock
("COMMON
STOCK") of Pubco (or, in the case of stock
options,
options to purchase
Pubco
Common Stock) (the "PUBCO SHARES") following the Funding
Transactions.
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
PUBCO
SHARES
WILL
NOT BE
DISRUPTED
BY A VERY
SUBSTANTIAL
BLOCK OF SHARES
BEING
SOLD IN AN
INAPPROPRIATE
FASHION.
WE ARE
OBTAINING SUCH COMFORT,
SUBSTANTIALLY IN THE FORM PROVIDED FOR BELOW,
FROM ALL
GLOBALOPTIONS HOLDERS,
INCLUDING EACH OF OUR OFFICERS,
DIRECTORS AND PRINCIPAL
SHAREHOLDERS.
By signing and
returning
this
agreement
in the manner
indicated
below, the undersigned,
____________________________________ [Insert Name Here]
hereby agrees NOT to, directly or indirectly, publicly sell,
contract to sell or
otherwise transfer any of the Pubco Shares beneficially owned by
you immediately
after the closing of the Funding
Transactions (your "INITIAL
HOLDINGS") except
as follows:
o
if you are an employee or director,
or an affiliate
thereof,
of
GlobalOptions
(an
"INSIDER"),
(i)
during
the first 12
months following the closing date of the Funding Transactions,
you may NOT sell your Pubco Shares;
(ii) from 12 months,
and
at each subsequent
three-month interval
thereafter,
you may
sell
your
Pubco
Shares
at a rate of 12.5% of your
Initial
Holdings,
subject to Pubco's
Common
Stock having an average
"asked"
price of at least
$4.00
per
sh
