exv4w8



 







Exhibit 4.8




LOCK-UP AGREEMENT




          THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2006, by
and between Global Employment Holdings, Inc., a Delaware corporation (“Holdings”), and Arnold P.
Kling, Kirk M. Warshaw and R&R Investments I, LLC (the “Shareholders”).




RECITALS




          1. Global Employment Solutions, Inc, a Colorado corporation (“GES”), has entered into a Notes
Securities Purchase Agreement, dated March 31, 2006, by and among GES and the investors listed on
the Schedule of Buyers attached thereto, a Preferred Stock Securities Purchase Agreement, dated
March 31, 2006, by and among GES and the investors listed on the Schedule of Buyers attached
thereto and a Common Stock Securities Purchase Agreement, dated March 31, 2006, by and among GES
and the investors listed on the Schedule of Buyers attached thereto, pursuant to which the Company
will issue, as applicable, senior convertible notes, shares of Series A Convertible Preferred
Stock, shares of common stock and warrants (collectively, the “Purchase Agreements”). The
investors that are party to the Purchase Agreements are collectively referred to herein as the
“Investors”. Holdings is party to a Joinder Agreement to each of the Purchase Agreements, each
dated March 31, 2006 (the “Joinders”), pursuant to which Holdings assumes the obligations of GES
under the Purchase Agreements.




          2. The Shareholders were the sole shareholders of Holdings prior to the Transactions and are
parties to a Registration Rights Agreement with Holdings dated March 31, 2006 (the “Registration
Rights Agreement”).




          3 As a condition to the Investors’ obligations to proceed with the Transactions, the Purchase
Agreements contemplate, among other things, that the Shareholders shall enter into this Agreement.




          4. The parties hereto agree that it would be detrimental to Holdings and the Investors if the
Shareholders were to sell any shares of Holdings common stock for six months from the Effective
Date. The Investors are intended third party beneficiaries of this Agreement.




          NOW, THEREFORE, in consideration of the above recitals, the promises, covenants and agreements
set forth herein, the consummation of the Transactions, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:




     1. Lock-up. Each Shareholder shall not sell, dispose of, transfer, gift, pledge, make
any short sale of, grant any option for the purchase of, or enter into any hedging, derivative or
similar transaction with the same economic effect as a sale of any common stock or other securities
of Holdings owned of record or beneficially by such Shareholder on the Closing Date (as defined in
the Purchase Agreements) (the “Securities”) for a period commencing on the Closing Date and ending
six months from the Effective Date (as defined in the Registration Rights Agreement) (the “Lock-Up
Period”); provided, however, that the Shareholders may



 









 







transfer Securities solely for estate planning purposes in one or more private transactions
during the Lock-Up Period so long as the Securities remain subject to, and transferee agrees in
writing to be bound by, the provisions of this Agreement. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to any Securities held by
the Stockholders until the end of such period. Beneficial ownership of Securities shall be
determined in accordance with Rule 13d-3 of the 1934 Act.



     2. Survival.



          All recitals, covenants, commitments and agreements of any of the parties made in this
Agreement survive the execution and delivery of this Agreement and the closing of the Transactions.




     3. Miscellaneous.



          (a) Notices. Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by
facsimile (provided confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one Business Day after deposit with an overnight
courier service, in each case properly addressed to the party to receive the same. The addresses
and facsimile numbers for such communications shall be:




	 	 	 
	If to Holdings:
	 	 
	 
	 	 
	 

	 	Global Employment Solutions, Inc.
	 

	 	9090 Ridgeline Boulevard, Suite 205
	 

	 	Littleton, Colorado 80129
	 

	 	Telephone: (303) 216-9500
	 

	 	Facsimile: (303) 216-9533
	 

	 	Attention: Chief Executive Officer
	 
	 	 
	Copy to:

	 	Brownstein Hyatt & Farber, P.C.
	 

	 	410 17th Street
	 

	 	Denver, CO 80202
	 

	 	Telephone: (303) 223-1160
	 

	 	Facsimile: (303) 223-1111
	 

	 	Attention: Jeff Knetsch
	 
	 	 
	If to a Stockholder:

	 	Arnold P. Kling
	 

	 	712 Fifth Avenue, 11th Floor
	 

	 	New York, New York 10019
	 
	 	 
	 

	 	Kirk M. Warshaw
	 

	 	47 School Avenue
	 

	 	Chatham, New Jersey 07928






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	 	R&R Investments I, LLC
	 

	 	1270 Avenue of the Americas, 16th Floor
	 

	 	New York, New York 10020





Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other
communication, (B) mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, recipient facsimile number and an image of the first page of such
transmission (C) provided by an overnight courier service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from an overnight courier service in accordance with
clause (i), (ii) or (iii) above, respectively.




          (b) Severability. In the event that any provision or term of this Agreement, or any
word, phrase, clause, sentence or other portion thereof (including, without limitation, the
geographic and temporal restrictions and provisions contained in this Agreement), is held to be
unenforceable or invalid for any reason, such provision or portion thereof will be modified or
deleted in such a manner as to make this Agreement, as modified, legal and enforceable to the
fullest extent permitted under applicable laws.




          (c) Successors and Assigns. The terms and provisions set forth in this Agreement
inure to the benefit of and are enforceable by Holdings and its successors, assigns and
successors-in-interest, including without limitation any corporation or other entity with which
Holdings may be merged or by which it may be acquired, or which may be the acquiring entity in an
asset sale transaction or other form of reorganization. This Agreement may not be assigned by any
Shareholder.




          (d) Headings; Counterparts. The headings of paragraphs in this Agreement are for
convenience only and shall not affect its interpretation. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original and all of which, when taken
together, shall be deemed to constitute the same Agreement.




          (e) Construction. As used in this Agreement, the masculine, feminine or neuter
gender, and the singular or plural, shall be deemed to include the others whenever and wherever the
context so requires. Unless otherwise expressly provided, the word “including” does not limit the
preceding words or terms.




          (f) Governing Law. This Agreement is made pursuant to, and shall be construed and
enforced in accordance with, the laws of the State of New York and the federal laws of the United
States of America, to the extent applicable, without giving effect to otherwise applicable
principles of conflicts of law.




          (g) Arbitration. Subject to the exceptions set forth below, each Shareholder agrees
that any and all claims or disputes that such Shareholder has with Holdings that arise under the
terms of this Agreement shall be resolved through final and biding arbitration, as specified
herein. Binding arbitration will be conducted in the City of New York, State of New York in
accordance with the rules and regulations of the American Arbitration Association (AAA), by an
arbitrator selected from the AAA Commercial Disputes Panel. Each Shareholder




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understands and agrees that the arbitration shall be instead of any jury trial and that the
arbitrator’s decision shall be final and binding to the fullest extent permitted by law and
enforceable by any court having jurisdiction thereof. The cost of such arbitrator and arbitration
services shall be borne equally by the parties or as otherwise directed by the arbitrator. Any
decision or award of the arbitrator shall be final and conclusive on the parties to this Agreement
and their respective affiliates, and there shall be no appeal therefrom other than from gross
negligence or willful misconduct. This Section 3(g) shall not limit the right of Holdings or any
other person to seek judicial relief pursuant to this Agreement without prior arbitration.
Holdings and each Shareholder irrevocably consent to the jurisdiction of the United States federal
courts and the state courts located in the County of New York, State of New York, in any suit or
proceeding based on or arising under this Agreement and irrevocably agree that all claims in
respect of such suit or proceeding may be determined in such courts. Each Shareholder irrevocably
waives the defense of an inconvenient forum to the maintenance of such suit or proceeding in such
forum. Each Shareholder agrees that a final non-appealable judgment in any such suit or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any
other lawful manner.




          (h) Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.




          (i) Further Assurances. Each of the parties hereto shall execute such further
instruments and take such additional actions as the other party shall reasonably request in order
to effectuate the purposes of this Agreement.




          (j) Waivers. No waiver of any term, provision or condition of this Agreement, whether
by conduct or otherwise, in any one or more instances, will be deemed to be, or may be construed
as, a further or continuing waiver of any such term, provision or condition.




          (k) Modification. No amendment, modification, or waiver of this Agreement shall be
effective unless in writing. Neither the failure nor any delay on the part of any party to
exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right or remedy preclude any other or further exercise of the same or of
any other right or remedy with respect to such occurrence or with respect to any other occurrence.




          (l) Investors Intended Third Party Beneficiaries. The Investors are intended third
party beneficiaries of this Agreement and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto.




[Signature Page Follows]




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          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first
above written.




	 	 	 	 	 	 	 
	 	 	GLOBAL EMPLOYMENT HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  
	 	/s/
HOWARD BRILL 
	 

	 	 	 	Howard Brill
	 

	 	Its: 	 	President and Chief Executive
Officer
	 
	 	/s/ ARNOLD P. KLING	 	 	 	 
	 	 	 	 	 
	 	 	Arnold P. Kling	 	 
	 
	 	/s/ KIRK M. WARSHAW	 	 	 	 
	 	 	 	 	 
	 	 	Kirk M. Warshaw	 	 
	 
	 	 	 	 	 	 
	 	 	R&R INVESTMENTS I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  

	 	/s/
JOHN BORER 
	 

	 	 	 	John Borer
	 

	 	 	 	President