astrata_8k-ex0404.htm


    EXHIBIT
4.4

     

    LOCK-UP
AGREEMENT

    


    THIS  LOCK-UP
AGREEMENT (this "Agreement") is dated
as of May 29, 2008 by and among Astrata Group Incorporated, a Nevada corporation
(the "Company"), the
holders of certain warrants issued by the Company (the “Warrantholders”) and
the holders of outstanding shares of preferred stock of the Company (the “Preferredholders”)
listed on Schedule
A attached hereto.  The Warrantholders and the Preferredholders
are collectively referred to herein as the “Shareholders”.

    


    WHEREAS,
to induce the Company and the Shareholders to enter into the Warrant Amendment
Agreement and Warrant Exchange Agreement, as applicable, each dated as of the
date hereof (collectively, the “Transaction Agreements”), the
Shareholders have agreed not to sell any shares of the Company’s common stock,
$0.0001 par value per share (the "Common Stock"),
issuable upon conversion of the shares of Series C Convertible Preferred Stock
(the “Conversion
Shares”) issued pursuant to the Transaction Agreements, except in
accordance with the terms and conditions set forth
herein.  Capitalized terms used herein without definition shall have
the meanings assigned to such terms in the Transaction Agreements.

    


    NOW,
THEREFORE, in consideration of the covenants and conditions hereinafter
contained, the parties hereto agree as follows:

    


    1.    Restriction on Transfer;
Term.  The Shareholders hereby agree with the Company that the
Shareholders will not offer, sell, contract to sell, assign, transfer,
hypothecate, pledge or grant a security interest in, or otherwise dispose of, or
enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition of (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise by the Company or any
affiliate of the Company or any person in privity with the Company or any
affiliate of the Company), directly or indirectly, any of the Conversion Shares
from the period commencing on the Closing Date and expiring on the date that is
twelve (12) months following the Closing Date (the “Period”).  During
the twelve (12) months following the Period, no Shareholder shall sell more than
one-twelfth (1/12th) of
their total holdings of Conversion Shares during any one (1) month
period.

     

    2.           Short
Sales.  Each Shareholder covenants that neither it nor any
affiliates acting on its behalf or pursuant to any understanding with it will
execute any “short sales” as defined in Rule 200 of Regulation SHO under the
Exchange Act for a period of twenty-four (24) months following the Closing
Date.

     

    3.           Legend.  Notwithstanding
the terms of this Agreement, during the Period herein described, each stock
certificate evidencing shares of Common Stock held by the Shareholders shall be
stamped or imprinted with a legend in substantially the following
form:

    


    THE SALE,
ASSIGNMENT, TRANSFER OR DISPOSITION OF THESE SHARES OF COMMON STOCK ARE
RESTRICTED BY, AND MAY ONLY BE SOLD, ASSIGNED, TRANSFERRED OR DISPOSED OF IN
ACCORDANCE WITH, THE TERMS OF AN  LOCK-UP AGREEMENT DATED AS OF MAY
29, 2008 AMONG ASTRATA GROUP INCORPORATED AND THE SHAREHOLDERS NAMED
THEREIN.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    The Company agrees that if a transferee
in a sale, assignment, transfer, hypothecation, pledge or disposition of any
shares of Common Stock by a Shareholder does not agree in writing to be bound by
the terms of this Agreement, such sale, assignment, hypothecation, pledge or
disposition shall be null and void and invalidated by the Company.

     

    4.           Ownership. During the
Period, the Shareholders shall retain all rights of ownership in the Common
Stock, including, without limitation, voting rights and the right to receive any
dividends, if any, that may be declared in respect thereof.

     

    5.           Company and Transfer
Agent.  The Company shall provide a fully executed copy of this
Agreement to its transfer agent.  The Company and its transfer agent
are hereby authorized to decline to make any transfer of the Common Stock if
such transfer would constitute a violation or breach of this
Agreement.

     

    6.           Notices.  All
notices, demands, consents, requests, instructions and other communications to
be given or delivered or permitted under or by reason of the provisions of this
Agreement or in connection with the transactions contemplated hereby shall be in
writing and shall be deemed to be delivered and received
by the intended recipient as follows:  (i) if personally delivered, on the business day of such delivery
(as evidenced by the receipt of the personal delivery service), (ii) if mailed
certified or registered mail return receipt requested, four (4) business days
after being mailed, (iii) if delivered by overnight courier (with all charges
having been prepaid), on the business day of such delivery (as evidenced by the
receipt of the overnight courier service of recognized standing), or (iv) if
delivered by facsimile transmission, on the business day of such delivery if
sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding business day (as evidenced by the printed confirmation of
delivery generated by the sending party's telecopier machine).  If any
notice, demand, consent, request, instruction or other communication cannot be
delivered because of a changed address of which no notice was given (in
accordance with this Section 6), or the refusal to accept same, the notice,
demand, consent, request, instruction or other communication shall be deemed
received on the second business day the notice is sent (as evidenced by a sworn
affidavit of the sender).  All such notices, demands, consents,
requests, instructions and other communications will be sent to the following
addresses or facsimile numbers as applicable.

    


    
                                     
If to the Company:

    

    


    Astrata
Group Incorporated

    940 South
Coast Drive, Suite 215,

    Costa
Mesa, California 92626

    Attention:
Chief Executive Officer

    Tel. No.:
(714) 641-1512

    Fax
No.:  (___) ___-____

     

    
      
         

      

      
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    With copies to:

    


    Anslow
& Jaclin, LLP

    195 Route
9 South, Suite 204

    Manalapan,
New Jersey 07726

    Attention:
Richard I. Anslow, Esq.

    Tel. No.:
(732) 409-1212

    Fax No.:
(732) 577-1188

    


    and
to:

    


    Kramer
Levin Naftalis & Frankel LLP

    1177
Avenue of the Americas

    New York,
New York 10036

    Attention: Christopher S.
Auguste

    Tel No.:
(212) 715-9100

    Fax No.:
(212) 715-8000

    


    If to any of the Shareholders,
addressed to such Shareholder at:

    


    c/o Astrata Group
Incorporated

    Astrata
Group Incorporated

    940 South
Coast Drive, Suite 215,

    Costa
Mesa, California 92626

    Attention:
Chief Executive Officer

    Tel. No.:
(714) 641-1512

    Fax
No.:  (___) ___-____

     

    With
copies to:

     

    Anslow
& Jaclin, LLP

    195 Route
9 South, Suite 204

    Manalapan,
New Jersey 07726

    Attention:
Richard I. Anslow, Esq.

    Tel. No.:
(732) 409-1212

    Fax No.:
(732) 577-1188

    


    or to
such other address as any party may specify by notice given to the other party
in accordance with this Section 6.

     

    
      
         

      

      
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    7.           Amendment.  This
Agreement may not be modified, amended, altered or supplemented, except by a
written agreement executed by each of the parties hereto.

    


    8.           Entire
Agreement.  This Agreement contain the
entire understanding and agreement of the parties relating to the subject matter
hereof and supersedes all prior and/or contemporaneous understandings and
agreements of any kind and nature (whether written or oral) among the parties
with respect to such subject matter, all of which are merged
herein.

     

    9.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in that state, without regard to any of its principles of conflicts of laws or other laws which would result in the
application of the laws of another jurisdiction.  This Agreement shall
be construed and interpreted without regard to any presumption against the party
causing this Agreement to be drafted.

     

    10.           Waiver of Jury
Trial.  EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.  EACH OF THE PARTIES UNCONDITIONALLY AND
IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WITH
RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES
HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN NEW YORK
COUNTY OR SUCH DISTRICT, AND AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT,
NOTICE OR OTHER PROCESS RELATING TO SUCH SUIT, ACTION OR OTHER PROCEEDING MAY BE
EFFECTED IN THE MANNER PROVIDED IN SECTION 5.

     

    11.           Severability.  The
parties agree that if any provision of this Agreement be held to be invalid,
illegal or unenforceable in any jurisdiction, that holding shall be effective
only to the extent of such invalidity, illegally or unenforceability without
invalidating or rendering illegal or unenforceable the
remaining provisions hereof, and any such invalidity, illegally or
unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.  It
is the intent of the parties that this Agreement be fully enforced to the
fullest extent permitted by applicable law.

     

    12.           Binding Effect;
Assignment.  This Agreement and the rights and obligations
hereunder may not be assigned by any party hereto without the prior written
consent of the other parties hereby.  This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

     

    
      
         

      

      
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    13.           Headings.  The
section headings contained in this Agreement (including, without limitation,
section headings and headings in the exhibits and schedules) are inserted for
reference purposes only and shall not affect in any way the meaning,
construction or interpretation of this Agreement.  Any reference to
the masculine, feminine, or neuter gender shall be a reference to such other
gender as is appropriate.  References to the singular shall include
the plural and vice versa.

     

    14.   Counterparts.  This
Agreement may be executed in two or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original, and all of which, when taken together, shall constitute one and the same
document.  This Agreement shall become effective when one or more
counterparts, taken together, shall have been executed and delivered by all of
the parties.

    


    


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    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above herein.

     

    
      	 	ASTRATA GROUP
      INCORPORATED 
	 	 
	 	By: /s/ Martin George
      Euler                                     
      
	 	
              Name: Martin George
      Euler

            
	 	
              Title:   Chief
      Executive Officer 

            
	 	 
	 	 
	 	SHAREHOLDER: 
	 	 
	 	By:__________________________________ 
	 	
              Name: 

              Title: 

            


    

     

     

    
      
         

      

      
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    Schedule
A

    


    
      	
              Shareholders

            
	
              Vision
      Opportunity Master Fund Ltd.

            
	
              Vision
      Opportunity China Fund Limited

            
	
              Pointe
      Capital Ltd.

            
	
              Wick
      Trust

            
	
              Infomax
      Company Ltd.

            
	
              Martin
      Euler

            
	
              Seth
      Mankin

            
	
              William
      Corn

            
	
              Anthony
      Harrison

            
	
              Robin
      Littau

            
	
              Westmister
      Securities

            
	
              Robert
      Onesti

            
	
              Cody
      Corrubia

            
	
              Todd
      DeMatteo

            
	
              Dominick
      & Dominick

            


    

     

     

     

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