Unassociated Document


    Exhibit
      10.5

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    REGISTRATION
      RIGHTS
      AGREEMENT (this “Agreement”), dated as of July
      [__], 2007, by and among Global Realty Development Corp., a Delaware corporation
      (the “Company”), and the persons listed on Schedule
      A annexed hereto.

    


    Preliminary
      Statement

     

     Pursuant
      to the terms and
      conditions of the Note and Warrant Purchase Agreement (the “Purchase
      Agreement”), the Company is offering on a “best efforts” no minimum
      basis, a financing (the “Offering”) of up to a maximum of
      $6,000,000 of Offering Units (each an “Offering
      Unit”).  Each Offering Unit consists of $1.00 principal
      amount of 12% Senior Promissory Notes (the “Notes”) and
      Warrants to purchase three (3) shares of Common Stock (the “Initial
      Warrants”). In addition to theses Initial Warrants, each Offering Unit
      includes an additional warrant (the “Additional Warrant”) to
      purchase one (1) shares of Common Stock for each Offering Unit. The Additional
      Warrants are identical in all terms to the Initial Warrants (together, the
      “Warrants”), except that (i) the Additional Warrants are
      escrowed with an escrow agent which shall be Richardson & Patel LLP (the
“Escrow Agent”) pursuant to an escrow agreement between the
      Escrow Agent, Company and Holders (the “Escrow Agreement”) and (ii) will be
      distributed to the undersigned only upon an Event of Default (as defined in
      Section 6 of the Note , or a Registration Failure under this
      Agreement.  This Offering is being made only to a Person who qualifies
      as an “accredited investor” as such term is defined in Rule 501 of Regulation D
      under the Securities Act of 1933, as amended (the “Securities
      Act”). Capitalized terms used herein and not otherwise defined shall
      have the respective meanings set forth in the Purchase Agreement, the Notes,
      and
      the Warrant, each entered into or issued in connection with this Registration
      Rights Agreement (“Registration Agreement”).

     

    NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants contained herein and
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Company and the persons listed on Schedule A
      annexed hereto hereby agree as follows:

     

    
      	
              1.  

            	
              DEFINITIONS.

            


    

     

    As
      used in this Agreement, the
      following terms shall have the following meanings:

     

    a.           “Holder”
      (collectively “Holders”) means the persons listed on Schedule A annexed
      hereto, and any transferee or assignee to whom they assign rights under this
      Agreement and who agrees to become bound by the provisions of this Agreement
      in
      accordance with Section 9.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b.           “Person”
      means any individual, corporation, trust, association, company, partnership,
      joint venture, limited liability company, joint stock company, Governmental
      Authority or other entity.

     

    c.           “Register,”
      “registered,” and “registration”
refer to a registration
      effected by preparing and filing one or more
      Registration Statements (as defined below) in compliance with and pursuant
      to
      Rule 415 under the Securities Act or any successor rule providing for offering
      securities on a continuous basis (“Rule 415”), and the
      declaration or ordering of effectiveness of such Registration Statement(s)
      by
      the United States Securities and Exchange Commission (the
“SEC”).

     

    d.           “Registrable
      Securities” means the shares of Common Stock of the Company
      underlying the Warrants (“Warrant Shares”) and the shares of Common Stock
      underlying the Warrants issued to Halpern Capital and/or its designees and
      assignees, up to the maximum permitted for registration under Rule 415
      (approximately 9,000,000 Warrant Shares in the aggregate).

     

    e.           “Registration
      Statement” means a registration statement or registration
      statements of the Company filed under the Securities Act on Form S-3 or SB-2
      if
      available or Form S-1 (or any other appropriate form prescribed by the SEC)
      for
      the resale of the Registrable Securities.

     

    
      	
              2.  
                

            	
              REGISTRATION.

            


    

     

    a.           Registration.  Subject
      to the terms contained herein, the Company hereby agrees to file with the SEC
      a
      shelf registration statement on Form S-3 or another suitable and appropriate
      form permitted by the SEC covering the resale of the Registrable Securities
      (the
“Registration Statement”) within 120 calendar days after the
      final Closing Date (the “Filing Date”), and use its best efforts to cause
      the Registration Statement to be declared effective within 90 calendar days
      after the Filing Date, or within 120 calendar days after the Filing Date in
      the
      event the Registration Statement is reviewed by the SEC (the “Effectiveness
      Date”).  The Company will use its best efforts to keep the
      Registration Statement continuously effective until the earlier of (i) the
      date
      as of which the Holders may sell all of the Registrable Securities covered
      by
      such Registration Statement without restriction pursuant to Rule 144(k)
      promulgated under the Securities Act (or successor thereto), (ii) Expiration
      Date for the Warrants and/or (iii) the date on which the Holders shall have
      sold
      all the Registrable Securities covered by such Registration
      Statement  (the “Registration
      Period”).

     

    b.           Piggy-Back
      Registrations.  If at any time prior to the earlier of
      the expiration of two-years from the completion of the Offering, or the
      availability for sale of the Warrant Shares without volume limitation pursuant
      to Rule 144(k) (as such Rule may be amended), the Company proposes to file
      with
      the SEC a Registration Statement relating to an offering for its own account
      or
      the account of others under the Securities Act of any of its securities (other
      than a Registration Statement on Form S-4 or Form S-8 (or their equivalents
      at
      such time) relating to securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans) the Company shall
      promptly send to each Holder written notice of the Company’s intention to file a
      Registration Statement and of such Holder’s rights under this Section 2(b) and,
      if within five (5) Business Days after receipt of such notice, such Holder
      shall
      so request in writing, the Company shall include in such Registration Statement
      all or any part of the Registrable Securities such Holder requests to be
      registered, subject to the priorities set forth in this Section 2(b)
      below.  No right to registration of Registrable Securities under this
      Section 2(b) shall be construed to limit any registration required under Section
      2(b).  The obligations of the Company under this Section 2(b) may be
      waived by Holders holding a majority of the Registrable
      Securities.  If an offering in connection with which a Holder is
      entitled to registration under this Section 2(b) is an underwritten offering,
      then each Holder whose Registrable Securities are included in such Registration
      Statement shall, unless otherwise agreed to by the Company, offer and sell
      such
      Registrable Securities in an underwritten offering using the same underwriter
      or
      underwriters and, subject to the provisions of this Agreement, on the same
      terms
      and conditions as other shares of Common Stock included in such underwritten
      offering.  If a registration pursuant to this Section 2(b) is to be an
      underwritten public offering and the managing underwriter(s) advise the Company
      in writing that, in their reasonable good faith opinion, marketing or other
      factors dictate that a limitation on the number of shares of Common Stock which
      may be included in the Registration Statement is necessary to facilitate and
      not
      adversely affect the proposed offering, then the Company shall include in such
      registration: (1) first, all securities the Company proposes to sell for its
      own
      account, (2) second, up to the full number of securities proposed to be
      registered for the account of the holders of securities entitled to inclusion
      of
      their securities in the Registration Statement by reason of demand registration
      rights, and (3) third, the securities requested to be registered by the Holders
      and other holders of securities entitled to participate in the registration,
      as
      of the date hereof, drawn from them pro rata based on the number each has
      requested to be included in such registration.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    c.           Allocation
      of Registrable Securities.  The initial number of
      Registrable Securities included in any Registration Statement and each increase
      in the number of Registrable Securities included therein shall be allocated
      pro
      rata among the Holders based on the number of Registrable Securities held by
      each Holder at the time the Registration Statement covering such initial number
      of Registrable Securities or increase thereof is declared effective by the
      SEC.  In the event that a Holder sells or otherwise transfers any of
      such Holder’s Registrable Securities, each transferee shall be allocated a pro
      rata portion of the then remaining number of Registrable Securities included
      in
      such Registration Statement for such transferor.  Any shares of Common
      Stock included in a Registration Statement and which remain allocated to any
      Person which ceases to hold any Registrable Securities shall be allocated to
      the
      remaining Holders, pro rata based on the number of Registrable Securities then
      held by such Holders.

     

    d.           Registration
      Postponement. Notwithstanding the foregoing, the Company shall have
      the right to postpone the Registration Statement if (i) so required under the
      terms of another financing for not less than five millions dollars ($5 million)
      and such financing is completed within 90 calendar days of final Closing or
      (ii)
      agreed to by the Company and Holders.

     

                           
      e.           Compensation
      for Registration Failure.   If (i) the Company does
      not have a Registration Statement covering the resale of the Registrable
      Securities with an Effective Date prior to the one year anniversary of the
      date
      herein (“Registration Failure”) and (ii) the Securities and
      Exchange Commission has not enacted revisions to Rule 144 that would shorten
      the
      required holding period and therefore permit, on the one year anniversary of
      the
      date herein, the unrestricted sale of the Common Stock issuable upon exercise
      of
      the Warrants, then the Escrow Agent (as defined in the 12% Senior Promissory
      Note) shall issue the Additional Warrants to the Holders on the one year
      anniversary herein pursuant to the formula set forth below:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    X=Y[A-B]/A]

     

    X=Number
      of Additional Warrant to be issued to Holder under this section

     

    Y=
      Total
      Additional Warrants possibly issuable to Holder

     

    A=Number
      of Initial Warrants issued to the Holder

     

    B=Shares
      of Common Stock of the Company underlying the Initial Warrants that can be
      sold
      pursuant to Rule 144 on the one year anniversary of the purchase of the Offering
      Units by such Holder

     

    
      	
              3.  
                

            	
              RELATED
                OBLIGATIONS.

            


    

     

    The
      Company will use its best efforts to effect the registration of the Registrable
      Securities contemplated by Section 2 in accordance with the intended method
      of
      disposition thereof and, pursuant thereto, the Company shall have the following
      obligations:

     

    a.           The
      Company shall prepare and file with the SEC a Registration Statement with
      respect to the Registrable Securities (on or prior to the Filing Date) for
      the
      registration of Registrable Securities pursuant to Section 2 and use its best
      efforts to cause such Registration Statement relating to the Registrable
      Securities to become effective as soon as possible after such
      filing.  The Company shall keep the Registration Statement required to
      be filed hereunder effective pursuant to Rule 415 at all times during the
      Registration Period, which Registration Statement (including any amendments
      or
      supplements thereto and prospectuses contained therein) shall not contain any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein, or necessary to make the statements therein, in light of
      the
      circumstances in which they were made, not misleading.  The term “best
      efforts” shall mean, among other things, that the Company shall submit to the
      SEC, within ten (10) Business Days after the Company learns that no review
      of a
      particular Registration Statement will be made by the staff of the SEC or that
      the staff has no further comments on the Registration Statement, as the case
      may
      be, a request for acceleration of effectiveness of such Registration Statement
      to a time and date not later than 48 hours after the submission of such
      request.

     

    b.           The
      Company shall prepare and file with the SEC such amendments (including
      post-effective amendments) and supplements to a Registration Statement and
      the
      prospectus used in connection with such Registration Statement, which prospectus
      is to be filed pursuant to Rule 424 promulgated under the Securities Act, as
      may
      be necessary to keep such Registration Statement effective at all times during
      the Registration Period, and, during such period, comply with the provisions
      of
      the Securities Act with respect to the disposition of all Registrable Securities
      of the Company covered by such Registration Statement until such time as all
      of
      such Registrable Securities shall have been disposed of in accordance with
      the
      intended methods of disposition by the seller or sellers thereof as set forth
      in
      such Registration Statement.  In the case of amendments and
      supplements to a Registration Statement that are required to be filed pursuant
      to this Agreement (including pursuant to this Section 3(b)) by reason of the
      Company filing a report on Form 10-KSB, Form 10-QSB or Form 8-K or any analogous
      report under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the Company shall file such amendments
      or supplements with the SEC on the same day or as soon as practicably thereafter
      on which the Exchange Act report is filed that created the requirement for
      the
      Company to amend or supplement the Registration Statement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    c.           The
      Company shall furnish to each Holder whose Registrable Securities are included
      in any Registration Statement, without charge, upon the effectiveness of any
      Registration Statement, one (1) copy of the prospectus included in such
      Registration Statement and all amendments and supplements thereto as such Holder
      may reasonably request and such other documents, including copies of any
      preliminary or final prospectus, as such Holder may reasonably request from
      time
      to time in order to facilitate the disposition of the Registrable Securities
      owned by such Holder.

     

    d.           The
      Company shall use reasonable efforts to (i) register and qualify the Registrable
      Securities covered by a Registration Statement under such other securities
      or
“blue sky” laws of such jurisdictions in the United States as any Holder
      reasonably requests, unless the Holder maintains a securities brokerage account
      in New York State through which the Registerable Securities may be sold, (ii)
      prepare and file in those jurisdictions such amendments (including
      post-effective amendments) and supplements to such registrations and
      qualifications as may be necessary to maintain the effectiveness thereof during
      the Registration Period, (iii) take such other actions as may be necessary
      to
      maintain such registrations and qualifications in effect at all times during
      the
      Registration Period, and (iv) take all other actions reasonably necessary or
      advisable to qualify the Registrable Securities for sale in such jurisdictions;
      provided, however, that the Company shall not be required in connection
      therewith or as a condition thereto to (x) qualify to do business in any
      jurisdiction where it would not otherwise be required to qualify but for this
      Section 3(d), (y) subject itself to general taxation in any such jurisdiction,
      or (z) file a general consent to service of process in any such
      jurisdiction.  The Company shall promptly notify each Holder who holds
      Registrable Securities of the receipt by the Company of any notification with
      respect to the suspension of the registration or qualification of any of the
      Registrable Securities for sale under the securities or “blue sky” laws of any
      jurisdiction in the United States or its receipt of actual notice of the
      initiation or threatening of any proceeding for such purpose.

     

    e.           As
      promptly as practicable after becoming aware of such event, the Company shall
      notify each Holder in writing of the happening of any event as a result of
      which
      the prospectus included in a Registration Statement, as then in effect, includes
      an untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading, and
      promptly prepare a supplement or amendment to such Registration Statement to
      correct such untrue statement or omission, and deliver one (1) copy of such
      supplement or amendment to each Holder (or such other number of copies as such
      Holder may reasonably request).  The Company shall also promptly
      notify each Holder in writing (i) when a prospectus or any prospectus supplement
      or post-effective amendment has been filed, and when a Registration Statement
      or
      any post-effective amendment has become effective (notification of such
      effectiveness shall be delivered to each Holder by facsimile within five (5)
      Business Days on the same day of such effectiveness or by overnight mail),
      (ii)
      of any request by the SEC for amendments or supplements to a Registration
      Statement or related prospectus or related information, and (iii) of the
      Company’s reasonable determination that a post-effective amendment to a
      Registration Statement would be appropriate.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    f.           The
      Company shall use its best efforts to prevent the issuance of any stop order
      or
      other suspension of effectiveness of a Registration Statement, or the suspension
      of the qualification of any of the Registrable Securities for sale in any
      jurisdiction and, if such an order or suspension is issued, to obtain the
      withdrawal of such order or suspension at the earliest possible moment and
      to
      notify each Holder who holds Registrable Securities being sold of the issuance
      of such order and the resolution thereof or its receipt of actual notice of
      the
      initiation or threat of any proceeding for such purpose.

     

    g.           The
      Company shall hold in confidence and not make any disclosure of information
      concerning an Holder provided to the Company unless (i) disclosure of such
      information is necessary to comply with Federal or state securities laws, (ii)
      the disclosure of such information is necessary to avoid or correct a
      misstatement or omission in any Registration Statement, (iii) the release of
      such information is ordered pursuant to a subpoena or other final,
      non-appealable order from a court or governmental body of competent
      jurisdiction, or (iv) such information has been made generally available to
      the
      public other than by disclosure in violation of this Agreement or any other
      agreement.  The Company agrees that it shall, upon learning that
      disclosure of such information concerning an Holder is sought in or by a court
      or governmental body of competent jurisdiction or through other means, give
      prompt written notice to such Holder and allow such Holder, at the Holder’s
      expense, to undertake appropriate action to prevent disclosure of, or to obtain
      a protective order for, such information.

     

    h.           The
      Company shall use its best efforts to (i) cause all the Registrable Securities
      covered by a Registration Statement to be listed on each securities exchange
      on
      which securities of the same class or series issued by the Company are then
      listed, if any, if the listing of such Registrable Securities is then permitted
      under the rules of such exchange.  The Company shall pay all fees and
      expenses in connection with satisfying its obligation under this Section
      3(h).

     

    i.           The
      Company shall provide to the transfer agent and registrar for its Common Stock
      (the “Transfer Agent”) all such Registrable Securities not
      later than the Effective Date of such Registration Statement.

     

    j.           The
      Company shall use its best efforts to cause the Registrable Securities covered
      by the applicable Registration Statement to be registered with or approved
      by
      such other governmental agencies or authorities as may be necessary to
      consummate the disposition of such Registrable Securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    k.           The
      Company shall otherwise use its best efforts to comply with all applicable
      rules
      and regulations of the SEC in connection with any registration
      hereunder.

     

    l.           Within
      three (3) Business Days after a Registration Statement that covers applicable
      Registrable Securities is ordered effective by the SEC, the Company shall
      deliver to the Transfer Agent for such Registrable Securities (with copies
      to
      the Holders whose Registrable Securities are included in such Registration
      Statement) confirmation that such Registration Statement has been declared
      effective by the SEC.

     

    m.           The
      Company shall take all other reasonable actions necessary to expedite and
      facilitate disposition by the Holders of Registrable Securities pursuant to
      a
      Registration Statement.

     

    n.           Notwithstanding
      anything to the contrary in Section 3(e), at any time after the Registration
      Statement has been declared effective, the Company may delay the disclosure
      of
      material, non-public information concerning the Company the disclosure of which
      at the time is not, in the good faith opinion of the Board of Directors of
      the
      Company and its counsel, in the best interest of the Company and, in the opinion
      of counsel to the Company, otherwise required (a
“Grace Period”);
      provided, that the Company shall promptly (i) notify the Holders in writing
      of
      the existence of material, non-public information giving rise to a Grace Period
      and the date on which the Grace Period will begin, and (ii) notify the Holders
      in writing of the date on which the Grace Period ends.  For purposes
      of determining the length of a Grace Period above, the Grace Period shall begin
      on and include the date the Holders receive the notice referred to in clause
      (i)
      above and shall end on and include the date the Holders receive the notice
      referred to in clause (ii) above (the “Allowable Grace
      Period”).  Upon expiration of the Allowable Grace Period, the
      Company shall again be bound by the first sentence of Section 3(e) with respect
      to the information giving rise thereto.

     

    
      	
              4.  
                

            	
              OBLIGATIONS
                OF
                THE HOLDERS.

            


    

     

    a.           At
      least five (5) Business Days prior to the first anticipated filing date of
      a
      Registration Statement, the Company shall notify each Holder in writing of
      the
      information the Company requires from each such Holder if such Holder elects
      to
      have any of such Holder’s Registrable Securities included in such Registration
      Statement.  It shall be a condition precedent to the obligations of
      the Company to complete the registration pursuant to this Agreement with respect
      to the Registrable Securities of a particular Holder that such Holder shall
      furnish to the Company such information regarding itself, the Registrable
      Securities held by it and the intended method of disposition of the Registrable
      Securities held by it as shall be reasonably required to effect the registration
      of such Registrable Securities and shall execute such documents in connection
      with such registration as the Company may reasonably request.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b.           Each
      Holder by such Holder’s acceptance of the Registrable Securities agrees to
      cooperate with the Company as reasonably requested by the Company in connection
      with the preparation and filing of any Registration Statement hereunder, unless
      such Holder has notified the Company in writing of such Holder’s election to
      exclude all of such Holder’s Registrable Securities from such Registration
      Statement.

     

    c.           Each
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of any event of the kind described in Section 3(e) or the first sentence of
      Section 3(f), such Holder will immediately discontinue disposition of
      Registrable Securities pursuant to any Registration Statement(s) covering such
      Registrable Securities until such Holder’s receipt of the copies of the
      supplemented or amended prospectus contemplated by Section 3(e) or the first
      sentence of Section 3(f).

     

    d.           Each
      Holder agrees not to take any action to cause such Holder to become a registered
      broker-dealer, as defined under the Exchange Act.

     

    
      	
              5.  
                

            	
              EXPENSES
                OF
                REGISTRATION.

            


    

     

    All
      reasonable expenses, other than
      underwriting discounts and commissions, incurred in connection with
      registrations, filings or qualifications pursuant to Sections 2 and 3,
      including, without limitation, all registration, listing and qualifications
      fees, printers and accounting fees, and fees and disbursements of counsel for
      the Company, shall be paid by the Company.

     

    
      	
              6.  
                

            	
              INDEMNIFICATION.

            


    

     

    In
      the event any Registrable Securities
      are included in a Registration Statement under this Agreement:

     

    a.           To
      the fullest extent permitted by law, the Company will, and hereby does,
      indemnify, hold harmless and defend each Holder who holds such Registrable
      Securities, the directors, officers, partners, and each Person, if any, who
      controls, any Holder within the meaning of the Securities Act or the Exchange
      Act, and any underwriter (as defined in the Securities Act) for the Holders,
      and
      the directors and officers of, and each Person, if any, who controls, any such
      underwriter within the meaning of the Securities Act or the Exchange Act (each,
      an “Indemnified Person”), against any losses, claims,
      damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’
fees, amounts paid in settlement or expenses, joint or several (collectively,
      “Claims”), incurred in investigating, preparing or
      defending any action, claim, suit, inquiry, proceeding, investigation or appeal
      taken from the foregoing by or before any court or governmental, administrative
      or other regulatory agency or body or the SEC, whether pending or threatened,
      whether or not an indemnified party is or may be a party thereto
      (“Indemnified Damages”), to which any of them may become
      subject insofar as such Claims (or actions or proceedings, whether commenced
      or
      threatened, in respect thereof) arise out of or are based upon: (i) any untrue
      statement or alleged untrue statement of a material fact in a Registration
      Statement or any post-effective amendment thereto or in any filing made in
      connection with the qualification of the offering under the securities or other
      “blue sky” laws of any jurisdiction in which Registrable Securities are offered
      (“Blue Sky Filing”), or the omission or alleged omission
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, (ii) any untrue statement or alleged untrue
      statement of a material fact contained in any preliminary prospectus if used
      prior to the effective date of such Registration Statement, or contained in
      the
      final prospectus (as amended or supplemented, if the Company files any amendment
      thereof or supplement thereto with the SEC) or the omission or alleged omission
      to state therein any material fact necessary to make the statements made
      therein, in light of the circumstances under which the statements therein were
      made, not misleading, (iii) any violation or alleged violation by the Company
      of
      the Securities Act, the Exchange Act, any other law, including, without
      limitation, any state securities law, or any rule or regulation thereunder
      relating to the offer or sale of the Registrable Securities pursuant to a
      Registration Statement or (iv) any material violation of this Agreement (the
      matters in the foregoing clauses (i) through (iv) being, collectively,
“Violations”).  The Company shall reimburse
      the Holders and each such underwriter or controlling person, promptly as such
      expenses are incurred and are due and payable, for any legal fees or other
      reasonable expenses incurred by them in connection with investigating or
      defending any such Claim.  Notwithstanding anything to the contrary
      contained herein, the indemnification agreement contained in this Section 6(a):
      (i) shall not apply to a Claim by an Indemnified Person arising out of or based
      upon a Violation that occurs in reliance upon and in conformity with information
      furnished in writing to the Company by such Indemnified Person or underwriter
      for such Indemnified Person expressly for use in connection with the preparation
      of the Registration Statement or any such amendment thereof or supplement
      thereto, if such prospectus was timely made available by the Company pursuant
      to
      Section 3(c); (ii) with respect to any preliminary prospectus, shall not inure
      to the benefit of any such person from whom the person asserting any such Claim
      purchased the Registrable Securities that are the subject thereof (or to the
      benefit of any person controlling such person) if the untrue statement or
      omission of material fact contained in the preliminary prospectus was corrected
      in the prospectus, as then amended or supplemented, if such prospectus was
      timely made available by the Company pursuant to Section 3(c), and the
      Indemnified Person was promptly advised in writing not to use the incorrect
      prospectus prior to the use giving rise to a violation and such Indemnified
      Person, notwithstanding such advice, used it; (iii) shall not be available
      to
      the extent such Claim is based on a failure of the Holder to deliver or to
      cause
      to be delivered the prospectus made available by the Company, if such prospectus
      was timely made available by the Company pursuant to Section 3(c); and (iv)
      shall not apply to amounts paid in settlement of any Claim if such settlement
      is
      effected without the prior written consent of the Company, which consent shall
      not be unreasonably withheld.  Such indemnity shall remain in full
      force and effect regardless of any investigation made by or on behalf of the
      Indemnified Person and shall survive the transfer of the Registrable Securities
      by the Holders pursuant to Section 9.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b.           In
      connection with any Registration Statement in which a Holder is participating,
      each such Holder agrees to severally and not jointly indemnify, hold harmless
      and defend, to the same extent and in the same manner as is set forth in Section
      6(a), the Company, each of its directors and officers, each Person, if any,
      who
      controls the Company within the meaning of the Securities Act or the Exchange
      Act (collectively and together with an Indemnified Person, an
“Indemnified Party”), against any Claim or Indemnified
      Damages to which any of them may become subject, under the Securities Act,
      the
      Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise
      out of or are based upon any Violation, in each case to the extent, and only
      to
      the extent, that such Violation occurs in reliance upon and in conformity with
      written information furnished to the Company by such Holder expressly for use
      in
      connection with such Registration Statement; and, subject to Section 6(d),
      such
      Holder will reimburse any legal or other expenses reasonably incurred by them
      in
      connection with investigating or defending any such Claim; provided, however,
      that the indemnity agreement contained in this Section 6(b) and the agreement
      with respect to contribution contained in Section 7 shall not apply to amounts
      paid in settlement of any Claim if such settlement is effected without the
      prior
      written consent of such Holder, which consent shall not be unreasonably
      withheld; provided, further, however, that the Holder shall be liable under
      this
      Section 6(b) for only that amount of a Claim or Indemnified Damages as does
      not
      exceed the net proceeds to such Holder as a result of the sale of Registrable
      Securities pursuant to such Registration Statement.  Such indemnity
      shall remain in full force and effect regardless of any investigation made
      by or
      on behalf of such Indemnified Party and shall survive the transfer of the
      Registrable Securities by the Holders pursuant to Section
      9.  Notwithstanding anything to the contrary contained herein, the
      indemnification agreement contained in this Section 6(b) with respect to any
      preliminary prospectus shall not inure to the benefit of any Indemnified Party
      if the untrue statement or omission of material fact contained in the
      preliminary prospectus was corrected on a timely basis in the prospectus and
      such prospectus was provided to Holders as required, as then amended or
      supplemented.

     

    c.           The
      Company shall be entitled to receive indemnities from underwriters, selling
      brokers, dealer managers and similar securities industry professionals
      participating in any distribution, to the same extent as provided above, with
      respect to information such persons so furnished in writing expressly for
      inclusion in the Registration Statement.

     

    d.           Promptly
      after receipt by an Indemnified Person or Indemnified Party under this Section
      6
      of notice of the commencement of any action or proceeding (including any
      governmental action or proceeding) involving a Claim, such Indemnified Person
      or
      Indemnified Party shall, if a Claim in respect thereof is to be made against
      any
      indemnifying party under this Section 6, deliver to the indemnifying party
      a
      written notice of the commencement thereof, and the indemnifying party shall
      have the right to participate in, and, to the extent the indemnifying party
      so
      desires, jointly with any other indemnifying party similarly noticed, assume
      control of the defense thereof with counsel mutually satisfactory to the
      indemnifying party and the Indemnified Person or the Indemnified Party, as
      the
      case may be; provided, however, that an Indemnified Person or Indemnified Party
      shall have the right to retain its own counsel with the fees and expenses to
      be
      paid by the indemnifying party, if, in the reasonable opinion of counsel
      retained by the indemnifying party, the representation by such counsel of the
      Indemnified Person or Indemnified Party and the indemnifying party would be
      inappropriate due to actual or potential differing interests between such
      Indemnified Person or Indemnified Party and any other party represented by
      such
      counsel in such proceeding.  The Company shall pay reasonable fees for
      only one separate legal counsel for the Holders, and such legal counsel shall
      be
      selected by the Holders holding a majority of the issued or issuable Registrable
      Securities included in the Registration Statement to which the Claim
      relates.  The Indemnified Party or Indemnified Person shall cooperate
      fully with the indemnifying party in connection with any negotiation or defense
      of any such action or claim by the indemnifying party and shall furnish to
      the
      indemnifying party all information reasonably available to the Indemnified
      Party
      or Indemnified Person that relates to such action or claim.  The
      indemnifying party shall keep the Indemnified Party or Indemnified Person fully
      apprised at all times as to the status of the defense or any settlement
      negotiations with respect thereto.  No indemnifying party shall be
      liable for any settlement of any action, claim or proceeding effected without
      its written consent; provided, however, that the indemnifying party shall not
      unreasonably withhold, delay or condition its consent.  No
      indemnifying party shall, without the consent of the Indemnified Party or
      Indemnified Person, consent to entry of any judgment or enter into any
      settlement or other compromise that does not include as an unconditional term
      thereof the giving by the claimant or plaintiff to such Indemnified Party or
      Indemnified Person of a release from all liability in respect to such claim
      or
      litigation.  Following indemnification as provided for hereunder, the
      indemnifying party shall be subrogated to all rights of the Indemnified Party
      or
      Indemnified Person with respect to all third parties, firms or corporations
      relating to the matter for which indemnification has been made.  The
      failure to deliver written notice to the indemnifying party within a reasonable
      time of the commencement of any such action shall not relieve such indemnifying
      party of any liability to the Indemnified Person or Indemnified Party under
      this
      Section 6, except to the extent that the indemnifying party is prejudiced in
      its
      ability to defend such action.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    e.           The
      indemnification required by this Section 6 shall be made by periodic payments
      of
      the amount thereof during the course of the investigation or defense, as and
      when bills are received or Indemnified Damages are incurred.

     

    f.           The
      indemnity agreements contained herein shall be in addition to (i) any cause
      of
      action or similar right of the Indemnified Party or Indemnified Person against
      the indemnifying party or others, and (ii) any liabilities the indemnifying
      party may be subject to pursuant to the law.

     

    
      	
              7.  
                

            	
              CONTRIBUTION.

            


    

     

    To
      the extent any indemnification by an
      indemnifying party is prohibited or limited by law, the indemnifying party
      agrees to make the maximum contribution with respect to any amounts for which
      it
      would otherwise be liable under Section 6 to the fullest extent permitted by
      law; provided, however, that:  (i) no seller of Registrable Securities
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of
      the Securities Act) shall be entitled to contribution from any seller of
      Registrable Securities who was not guilty of fraudulent misrepresentation;
      and
      (ii) contribution by any seller of Registrable Securities shall be limited
      in
      amount to the net amount of proceeds received by such seller from the sale
      of
      such Registrable Securities.

     

    
      	
              8.  
                

            	
              REPORTS
                UNDER THE
                EXCHANGE ACT.

            


    

     

    With
      a view to making available to the
      Holders the benefits of Rule 144 promulgated under the Securities Act or any
      other similar rule or regulation of the SEC that may at any time permit the
      Holders to sell securities of the Company to the public without registration
      (“Rule 144”) during the Registration Period, the Company
      agrees to:

     

    a.           make
      and keep public information available, as those terms are understood and defined
      in Rule 144;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b.           file
      with the SEC in a timely manner all reports and other documents required of
      the
      Company under the Securities Act and the Exchange Act so long as the Company
      remains subject to such requirements and the filing of such reports and other
      documents as required for the applicable provisions of Rule 144;
      and

     

    c.           furnish
      to each Holder so long as such Holder owns Registrable Securities, promptly
      upon
      request, (i) a written statement by the Company that it has complied with the
      reporting requirements of Rule 144, the Securities Act and the Exchange Act,
      (ii) a copy of the most recent annual or quarterly report of the Company and
      such other reports and documents so filed by the Company, and (iii) such other
      information as may be reasonably requested to permit the Holders to sell such
      securities pursuant to Rule 144 without registration.

     

    
      	
              9.  
                

            	
              ASSIGNMENT
                OF
                REGISTRATION RIGHTS.

            


    

     

    The
      rights under this Agreement shall
      be automatically assignable by the Holders to any transferee of all or any
      portion of Registrable Securities if: (i) the Holder agrees in writing with
      the
      transferee or assignee to assign such rights, and a copy of such agreement
      is
      furnished to the Company within a reasonable time after such assignment; (ii)
      the Company is, within a reasonable time after such transfer or assignment,
      furnished with written notice of (a) the name and address of such transferee
      or
      assignee, and (b) the securities with respect to which such registration rights
      are being transferred or assigned; (iii) immediately following such transfer
      or
      assignment the further disposition of such securities by the transferee or
      assignee is restricted under the Securities Act and applicable state securities
      laws; (iv) at or before the time the Company receives the written notice
      contemplated by clause (ii) of this sentence the transferee or assignee agrees
      in writing with the Company to be bound by all of the provisions contained
      herein; and (v) such transfer shall have been made in accordance with the
      applicable requirements of the Note Purchase Agreement and/or
      Warrant.

     

    
      	
              10.  
                

            	
              AMENDMENT
                OF
                REGISTRATION RIGHTS.

            


    

     

    Provisions
      of this Agreement may be
      amended and the observance thereof may be waived (either generally or in a
      particular instance and either retroactively or prospectively) only with the
      written consent of the Company and Holders who then hold or have the right
      to
      acquire sixty-six and two-thirds (66%) of the Registrable
      Securities.  Any amendment or waiver effected in accordance with this
      Section 10 shall be binding upon each Holder and the Company.  No such
      amendment shall be effective to the extent that it applies to less than all
      of
      the holders of the Registrable Securities.  No consideration shall be
      offered or paid to any Person to amend or consent to a waiver or modification
      of
      any provision of any of this Agreement unless the same consideration also is
      offered to all of the parties to this Agreement.

     

    
      	
              11.
 
                

            	
              MISCELLANEOUS.

            


    

     

    a.           A
      Person is deemed to be a holder of Registrable Securities whenever such Person
      owns or is deemed to own of record such Registrable Securities.  If
      the Company receives conflicting instructions, notices or elections from two
      or
      more Persons with respect to the same Registrable Securities, the Company shall
      act upon the basis of instructions, notice or election received from the
      registered owner of such Registrable Securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b.           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 (1) Business Day after deposit with a nationally recognized
      overnight delivery 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 the Company: 	Global
              Realty Development Corp.
              
              Attn:
                Robert D. Kohn, Chief Executive Officer

              11555
                Heron Bay Boulevard Suite 200

              Coral
                Springs, Florida 33076

              Telephone:      
                  (954) 509-9830

              Fax:                      (954)
                603-0522

            
	 	 	 
	 	With
              a copy to:  	Richardson
              & Patel LLP
              
              Attention:
                Addison K. Adams, Esq.

              10900
                Wilshire Blvd., Suite 500

              Los
                Angeles, California 90024

              Telephone:         (310)
                208-1182

              Fax:                      (310)
                208-1154

            


    

     

    If
      to a
      Holder, to his or its address and facsimile number on Schedule A hereto, or
      to
      such other address and/or facsimile number and/or to the attention of such
      other
      person as the recipient party has specified by written notice given to each
      other party five (5) Business Days prior to the effectiveness of such
      change.  Written confirmation of receipt (A) given by the recipient of
      such notice, consent, waiver or other communication, (B) mechanically generated
      by the sender’s facsimile machine containing the time, date, recipient facsimile
      number and an image of such transmission or (C) provided by a courier or
      overnight courier service shall be rebuttable evidence of personal service,
      transmission by facsimile or overnight or courier delivery in accordance with
      clause (A), (B) or (C) above, respectively.

     

    c.           Except
      as otherwise provided in this Agreement, the failure of any party to exercise
      any right or remedy under this Agreement or otherwise, or delay by a party
      in
      exercising such right or remedy, shall not operate as a waiver
      thereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    d.           All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of
      Florida, without giving effect to any choice of law or conflict of law provision
      or rule (whether of the State of Florida or any other jurisdictions) that would
      cause the application of the laws of any jurisdictions other than the State
      of
      Florida.  Each party hereby irrevocably submits to the non-exclusive
      jurisdiction of the U.S. District Court, Central District of Florida or the
      State courts of the State of Florida for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated hereby
      or discussed herein, and hereby irrevocably waives, and agrees not to assert
      in
      any suit, action or proceeding, any claim that it is not personally subject
      to
      the jurisdiction of any such court, that such suit, action or proceeding is
      brought in an inconvenient forum or that the venue of such suit, action or
      proceeding is improper.  Each party hereby irrevocably waives personal
      service of process and consents to process being served in any such suit, action
      or proceeding by mailing a copy thereof to such party at the address for such
      notices to it under this Agreement and agrees that such service shall constitute
      good and sufficient service of process and notice thereof.  Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law.  If any provision of this Agreement
      shall be invalid or unenforceable in any jurisdiction, such invalidity or
      unenforceability shall not affect the validity or enforceability of the
      remainder of this Agreement in that jurisdiction or the validity or
      enforceability of any provision of this Agreement in any other
      jurisdiction.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
      HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
      DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
      OR
      ANY TRANSACTION CONTEMPLATED HEREBY.

     

    e.           This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the registration rights.  There are no restrictions, promises,
      warranties or undertakings, other than those set forth or referred to herein
      and
      therein.  This Agreement supersedes all prior agreements and
      understandings among the parties hereto with respect to the subject matter
      hereof and thereof.

     

    f.           Subject
      to the requirements of Section 9, this Agreement shall inure to the benefit
      of
      and be binding upon the heirs, legal representatives, permitted successors
      and
      assigns of each of the parties hereto.

     

    g.           The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    h.           This
      Agreement may be executed in identical counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same
      agreement.  This Agreement, once executed by a party, may be delivered
      to the other party hereto by facsimile transmission of a copy of this Agreement
      bearing the signature of the party so delivering this Agreement.

     

    i.           Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    j.           All
      consents and other determinations to be made by the Holders pursuant to this
      Agreement shall be made, unless otherwise specified in this Agreement, by
      Holders holding a majority of the Registrable Securities.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    k.           The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against any party.

     

    l.           This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

    


     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF,
      the parties have caused this Registration Rights Agreement to be duly executed
      as of day and year first above written.

     

    
      	
              COMPANY:

            	GLOBAL
              REALTY DEVELOPMENT CORP.
	 	
              a
                Delaware Corporation

            
	 	 
	 	 
	 	                                                        
	 	By:
              Robert D. Kohn
	 	
              Its:  Chief
                Executive Officer

            
	 	 
	 	 
	HOLDERS:	
                                                                      

            
	 	
              By:

            
	 	
              Its:

            
	 	 
	 	
                                                                      

            
	 	
              By:

            
	 	
              Its:

            
	 	 
	 	                                                        
	 	By:
	 	Its:
	 	 
	 	                                                        
	 	By:
	 	Its:
	 	 
	 	                                                        
	 	By:
	 	Its:
	 	 
	 	
                                                                      

            
	 	By:
	 	Its:
	 	 
	 	                                                        
	 	By:
	 	Its:
	 	 
	 	                                                        
	 	
              By:

            
	 	Its:


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

      Schedule
        A

    

     

    


     

    
      	
              Name
                and Address

               

            	
              Number
                of Warrant Shares

            
	
               

               

            	 
	
               

               

            	 
	
               

               

            	 
	
               

               

            	 
	
               

               

            	 
	
               

               

            	 
	
               

               

            	 
	
               

               

            	 


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    Letterhead
      of

    Global
      Realty Development Corp.

    


    FORM
      OF NOTICE OF EFFECTIVENESS

    OF
      REGISTRATION STATEMENT

    


    [Name
      of Holder]

    [Address
      of Holder]

    Attn:______________

    


    ______________,
      2007

    


    


    Ladies
      and Gentlemen:

    


    Please
      be advised that on __________,
      2007 we filed a Registration Statement on
      Form   [___]  (File No. 333-__________________) (the
“Registration Statement”) with the Securities and Exchange
      Commission (the “SEC”) for the resale of shares of our Common
      Stock (the “Shares”) by the selling stockholders named therein
      in accordance with the Registration Rights Agreement dated as of July
      [    ], 2007.

    


    In
      connection with the foregoing, we
      advise you that a member of the SEC’s staff has advised us by telephone that the
      SEC has entered an order declaring the Registration Statement effective under
      the Securities Act of 1933, as amended (the “Act”) at
[ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF
      EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a
      member of the SEC’s staff, that any stop order suspending its effectiveness has
      been issued or that any proceedings for that purpose are pending before, or
      threatened by, the SEC and the Shares are available for resale under the Act
      pursuant to the Registration Statement.

    


     

    
      	 	
              Very
                truly yours,

            	 
	 	 	 
	 	 	 
	 	
              GLOBAL
                REALTY DEVELOPMENT CORP.

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 	 
	 	
              Name:

            	
              Robert
                D. Kohn

            	 
	 	
              Its:

            	
              Chief
                Executive Officer