Reverse Merger Lock-Up Agreement between Creative Solutions with Art, Inc. and Common Stockholders

Summary

Creative Solutions with Art, Inc. is entering a reverse merger with GlobalOptions, Inc. and conducting a private placement of at least $7.5 million. This agreement requires current common stockholders not to publicly sell or transfer their shares at less than $2.00 per share for 24 months after the funding closes, except in private transactions where the new holder agrees to the same terms. The agreement is binding and irrevocable, but will terminate if the funding does not close by July 18, 2005.

EX-10.6 10 ex106to8k2_06242005.htm sec document
 Exhibit 10.6 CREATIVE SOLUTIONS WITH ART, INC. 32C Hadley Village Road South Hadley, Massachusetts 01075 ###-###-#### June __, 2005 To the Holders of Creative Solutions with Art Common Stock: RE: REVERSE MERGER LOCK-UP AGREEMENT Ladies and Gentlemen: Creative Solutions with Art, Inc. (the "COMPANY") plans to enter into a reverse merger transaction (the "REVERSE MERGER") with GlobalOptions, Inc., a privately-held risk mitigation and security firm ("GLOBALOPTIONS"), concurrently with a private placement of a minimum of $7,500,000 of Units, each Unit consisting of one share of series A convertible preferred stock and a warrant to purchase 125 shares of common stock (the "FUNDING TRANSACTIONS") of the Company. At the closing of the Funding Transactions, the Company will succeed to and operate the business of GlobalOptions under the current management of GlobalOptions. We currently expect to close these Funding Transactions on or around June 22, 2005. You or your affiliates are, or will be at the closing of the Funding Transactions, a holder of outstanding shares of common stock of the Company (the "SHARES"). IT IS ESSENTIAL TO THE SUCCESS OF THE FUNDING TRANSACTIONS THAT THE COMPANY AND ITS FINANCIAL ADVISORS CAN GIVE COMFORT TO POTENTIAL INVESTORS THAT THE "AFTER MARKET" FOR THE SHARES OF THE COMPANY'S COMMON STOCK WILL NOT BE DISRUPTED BY A VERY SUBSTANTIAL BLOCK OF SHARES BEING SOLD IN AN INAPPROPRIATE FASHION. GLOBALOPTIONS HAS ALREADY OBTAINED SUCH COMFORT FROM EACH OF ITS OFFICERS, DIRECTORS AND PRINCIPAL SHAREHOLDERS. By signing and returning this agreement in the manner indicated below, each of you hereby agrees, for yourself and any affiliate owning Shares which you control, NOT to, directly or indirectly, publicly sell, contract to sell or otherwise transfer any of the Shares beneficially owned by you or such affiliate during the first 24 months following the closing date of the Funding Transactions at a market price of less than $2.00 per share. Notwithstanding the foregoing, you may transfer any of the Shares in a private resale transaction; PROVIDED that such transferee agrees to be bound by the provisions of this lock-up agreement. By signing and returning this agreement, you further (i) represent and consent that you have full power and authority to enter into this lock-up agreement and that, upon request, you will execute any additional documents necessary or desirable in connection with this lock-up agreement and its enforcement; and (ii) understand that this lock-up agreement is irrevocable by you, all authority herein conferred by you or agreed to be conferred by you shall survive your death or incapacity, and any of your obligations hereunder shall be binding on you and your heirs, personal representatives, successors and assigns. In order to enable the aforesaid covenant to be enforced, you hereby consent to the placing of a stop-transfer order with the transfer agent of the Company's common stock with respect to any of the Shares registered in your name or beneficially owned by you or your affiliates.  Whether the Funding Transactions actually occur depends on a number of factors. Notwithstanding the foregoing, this lock-up agreement will terminate on July 18, 2005, in the event that the Funding Transactions are not completed on or before such date. Accordingly, to evidence your agreement to the terms hereof, please date, sign and return this lock-up agreement to the Company by courier, Federal Express or fax NO LATER THAN THE CLOSE OF BUSINESS ON JUNE 22, 2005. If you return your signed lock-up agreement to the Company by fax, please promptly mail the executed copy of the lock-up agreement to the Company. Acknowledged and Agreed this ___ day of June 2005: _________________________________ By: _________________________________ Name: _________________________________ Entity (if any): _________________________________ Title (if Shares held by Entity): RETURN TO THE COMPANY'S COUNSEL, GREENBERG TRAURIG, LLP, BY FAX AND BY FEDERAL EXPRESS OR OVERNIGHT COURIER TO: Greenberg Traurig, LLP 200 Park Avenue New York, New York 10166 Attention: Spencer G. Feldman, Esq. Tel: (212) 801-9221 Fax: (212) 801-6400 Accepted: CREATIVE SOLUTIONS WITH ART, INC. By: ----------------------------- Carla Santia President