exv10w49



 






Exhibit 10.49




LOCK-UP AGREEMENT




August 10, 2005




Global Secure Corp.

2600 Virginia Avenue

Suite 600

Washington, D.C. 20037




Morgan Keegan & Company, Inc.

Jefferies & Company, Inc.



	 	 	 
	c/o

	 	Morgan Keegan & Company, Inc.
	

	 	50 N. Front Street, 19th Floor
	

	 	Memphis, TN 38103






Dear Sirs:



     As an inducement to Morgan Keegan & Company, Inc. (“Morgan Keegan”) and Jefferies & Company,
Inc. (“Jefferies,” and together with Morgan Keegan, the “Underwriters”) to enter into an
underwriting agreement (the “Underwriting Agreement”) with Global Secure Corp. (the “Company”)
pursuant to which an offering will be made that is intended to result in the establishment of a
public market for the common shares, par value $0.0001 per share (the “Securities”), of the Company
or any successor (by merger or otherwise) thereto, the undersigned hereby agrees that during the
period specified in the following paragraph (the “Lock-Up Period”), the undersigned will not offer,
sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of
Securities or securities convertible into or exchangeable or exercisable for any shares of
Securities, enter into a transaction which would have the same effect, or enter into any swap,
hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of
ownership of the Securities, whether any such aforementioned transaction is to be settled by
delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the
intention to make any such offer, sale, pledge or disposition, or to enter into any such
transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of
the Underwriters. In addition, the undersigned agrees that, without the prior written consent of
the Underwriters, it will not, during the Lock-Up Period, make any demand for or exercise any right
with respect to, the registration of any Securities or any security convertible into or exercisable
or exchangeable for the Securities.



     The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue to
and include the date 180 days after the public offering date set forth on the final prospectus used
to sell the Securities (the “Public Offering Date”) pursuant to the Underwriting Agreement;
provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the Company
releases earnings results or material news or a material event relating to the Company occurs or
(2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will
release earnings results during the 16-day period beginning on the last day of the initial Lock-Up
Period, then in each case the Lock-Up Period will be extended until the



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expiration of the 18-day period beginning on the date of release of the earnings results or
the occurrence of the material news or material event, as applicable, unless the Underwriters
waive, in writing, such extension.



     Furthermore, the undersigned agrees that for a period of six months from the end of the
Lock-Up Period, as extended if applicable pursuant to the terms hereof, any sale of Securities by
the undersigned will be conducted in accordance with the provisions of Rule 144(c)-(g) under the
Securities Act of 1933, as amended (“Rule 144”) as applicable to affiliates of the Company;
provided however, that for purposes of compliance with Rule 144(e), the amount of Securities sold
by the undersigned on a particular date together with all sales of Securities by and for the
account of the undersigned within the preceding three months, shall not exceed the greater of (i)
two percent of the aggregate amount of Securities outstanding as shown by the most recent report or
statement published by the issuer or (ii) twice the average weekly reported volume of trading in
the Securities on the Nasdaq National Market during the four calendar weeks preceding the sale.



     The undersigned hereby acknowledges and agrees that written notice of any extension of the
Lock-Up Period pursuant to the previous paragraph will be delivered by the Underwriters to the
Company (in accordance with the Underwriting Agreement) and that any such notice properly delivered
will be deemed to have been given to, and received by, the undersigned. The undersigned further
agrees that, prior to engaging in any transaction or taking any other action that is subject to the
terms of this Lock-Up Agreement during the period from the date of this Lock-Up Agreement to and
including the 34th day following the expiration of the initial Lock-Up Period, it will give notice
thereof to the Company and will not consummate such transaction or take any such action unless it
has received written confirmation from the Company that the Lock-Up Period (as may have been
extended pursuant to the previous paragraph) has expired.



     The undersigned’s exercise of a stock option or warrant issued or granted by the Company
outstanding on the date hereof shall not be subject to this Agreement; provided, however, that any
Securities received upon the exercise of any such option or warrant will also be subject to this
Agreement. Any Securities acquired by the undersigned in the open market will not be subject to
this Agreement. A transfer of Securities by gift, will or intestacy to a family member, affiliate
or trust may be made, provided the transferee agrees to be bound in writing by the terms of this
Agreement prior to such transfer and no filing by any party (donor, donee, transferor or
transferee) under the Securities Exchange Act of 1934 shall be required or shall be voluntarily
made in connection with such transfer (other than a filing on a Form 5 made after the expiration of
the Lock-Up Period).



     In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby
authorized to decline to make any transfer of shares of Securities if such transfer would
constitute a violation or breach of this Agreement



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This Agreement shall be binding on the undersigned and the successors, heirs, personal
representatives and assigns of the undersigned. This Agreement shall lapse and become null and
void if the Public Offering Date shall not have occurred on or before March 31, 2006. This
agreement shall be governed by, and construed in accordance with, the laws of the State of New
York.



	 	 	 	 	 
	 	 	
Very truly yours,
	 	 
	 	 	 	 	 
	 	 	
     /s/ C. Thomas McMillen
 
	 	 
	 	 	
C. Thomas McMillen	 	 







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