Exhibit 10.5


 


STAND-OFF AGREEMENT


 


THIS STAND-OFF AGREEMENT (the “Agreement”) is
made as of the 31st day of January, 2017, by and between ID Global Solutions Corporation, a Delaware corporation (the “Company”)
and each of the affiliates set forth on the signature page attached hereto (the  “Affiliate”).


 


RECITALS


 


WHEREAS, the
Company and the Affiliates are each individually parties to various engagement agreements pursuant to which they individually have
agreed to serve as directors and/or executive officers of the Company (the “Engagement Agreements”); and


 


WHEREAS, in
order to induce the Company to enter into the Engagement Agreements, the Affiliates and the Company hereby agree that this Agreement
shall govern the matters as set forth in this Agreement;


 


NOW, THEREFORE,
THE PARTIES HEREBY AGREE AS FOLLOWS:


  


1.          Affiliates
agree that, in connection with any registration of the Company's securities under the Securities Act or 1933, as amended, and upon
the request of the Company or any underwriter managing an underwritten offering of the Company's securities, Affiliates, household
members and all affiliated or related entities (collectively, the “Related Parties”) shall not sell, short any sale
of, loan, grant an option for, or otherwise dispose of any of the securities (other than securities included in the offering and
the Excluded Securities (as defined below)) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of up to six months following the effective date of registration of such offering. Excluded Securities is defined
as any stock options set to expire within 90 days or any restricted stock grants or purchases which have vested resulting in a
tax liability to the Affiliate. In the event of a tax liability, the Affiliate will be permitted to sell such securities needed
to pay such tax liability.


 


2,          This
Agreement shall supersede any existing stand-off, lock-up and/or standstill provisions or clauses contained in any agreement of
any nature whatsoever and such provisions or clauses shall be deemed terminated.


 


3.          The
underwriters in connection with the Company’s underwritten offering 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. 


 


4.          Affiliates
further agree to execute such agreements and to obtain such agreements from any Related Parties as may be reasonably requested
by the underwriters in the Company’s underwritten offering that are consistent with this Agreement or that are
necessary to give further effect thereto. 


 


5.          In
order to enforce this Agreement, the Company may impose stop-transfer instructions with respect to the securities of the Affiliates
and the Related Parties until the end of such period.


 


6.          The
terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns
of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.


 




     


     


    

 


7.          This
Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters
within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of
New York, without regard to its principles of conflicts of laws.


 


8.          This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in two or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


9.          The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


In
Witness Whereof, each of the parties has executed this Agreement, in the case of the Company, by its duly authorized officer,
as of the day and year first above written.


 


Affiliates



/s/ Philip Beck


Philip Beck


 


/s/

Stuart Stoller


 


/s/

Thomas Szoke


 


/s/

Douglas Solomon


 


/s/

Herb Selzer


 


/s/

Ricky Solomon


 


ID
Global Solutions Corporation




By: /s/Philip Beck


Name: Philip Beck


Title: CEO


 




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