ex106.htm

Exhibit
    10.6
     

    

    
 

    LOCK-UP
      AGREEMENT

    (Global
      Realty Development Corp.)

    


    July
      ___,
      2007

    


    Halpern
      Capital Inc.

    18851
      NE
      29th Ave., Fifth Floor

    Aventura,
      Florida 33180

    As
      Representative of the Purchasers

    


    Re:           Global
      Realty Development Corp.

    


    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 Halpern 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 Roy A. Sciacca for up
      to
      $4,000,000 of unregistered Common Stock owned or held by Mr. Sciacca 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,

    


    


    
      	
               

            	
              By:

            	
              _________________________________

            


    

    
      	
            	
               

            	
              Robert
                D. Kohn

            


    

    


    


    


    
      	
               

            	
              By:

            	
              _________________________________

            


    

    Roy
      A.
      Sciacca

    


    


    


    
      	
               

            	
              By:

            	
              _________________________________

            


    

    Aric
      Gastwirth

    


    


    


    
      	
               

            	
              By:

            	
              _________________________________

            


    

    Rick
      Catinella

    
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