Debt Resolve, Inc.
EXHIBIT
10.5
Debt
Resolve, Inc.
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White
Plains, New York 10604
Ladies
and Gentlemen:
The
undersigned, an owner of a 15% senior secured convertible promissory note (the
“Note”) of Debt Resolve, Inc., a Delaware corporation (the “Company”), in the
principal face amount of $_______________________ and a warrant (the “Warrant”)
to purchase __________________________ shares of common stock, par value $.001
per share, of the Company (“Common Stock”), understands that the Company
proposes to file with the U.S. Securities and Exchange Commission a registration
statement for the registration of Common Stock of the Company (the “Registration
Statement”) in connection with a proposed public offering of such Common Stock
(the “Offering”). The undersigned further understands that the Company and Maxim
Group LLC (the “Underwriter”) intend to enter into an underwriting agreement
relating to the Offering upon the effectiveness of the Registration Statement
(the “Underwriting Agreement”).
In
order
to induce the Underwriter to proceed with the Offering, the undersigned agrees,
for the benefit of the Company and the Underwriter, that should the Offering
become effective, the undersigned will not, without the Underwriter’s prior
written consent (and, if required by applicable state blue sky laws, the
securities commissions in any such states), offer, sell, assign, hypothecate,
pledge, transfer or otherwise dispose of, directly or indirectly, (i) any of
the
Notes, or any shares of Common Stock issued in connection with the conversion
of
the Notes, or by reason of any stock split or other distribution of stock,
or
grant of options, warrants or other rights with respect to any such options,
all
during the six-month period commencing on the date the Company’s Registration
Statement is declared effective by the Securities and Exchange Commission)
(the
“Effective Date”) and (ii) any of the Warrants, or any shares of Common Stock
issued in connection with the exercise of the Warrants, or by reason of any
stock split or other distribution of stock, or grant of options, warrants or
other rights with respect to any such options, all during the six-month period
commencing on the Effective Date; provided that the foregoing shall not apply
to
(1) securities of the Company acquired by the undersigned in the Offering
or securities of the Company acquired by the undersigned in the after market
after the Effective Date; and (2) the transfer without consideration to
family members or a trust established for their benefit in connection with
which
the proposed transferee agrees in writing to be bound by all of the provisions
of this agreement prior to the consummation of such transfer.
Furthermore,
the undersigned will permit all certificates evidencing any such securities
to
be endorsed with an appropriate restrictive legend reflecting the terms of
this
letter, and consents to the placement of appropriate stop transfer orders with
the transfer agent for the Company. A copy of this letter will be available
from
the Company or the Company’s transfer agent upon request and without charge. The
terms and conditions of this letter can be modified (including premature
termination of this Agreement) only with the prior written consent of the
Underwriter.
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Dated:
___________ ___, 2006
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Printed
Name
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Signature
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