Exhibit 10.26


 


OFFICER, DIRECTOR AND
SECURITYHOLDER LOCK-UP AGREEMENT


July
31, 2006


IT&E International
Group, Inc.


505 Lomas Santa Fe Drive,
Suite 200


Solana Beach,
California  92075


Ladies and Gentlemen:


The undersigned (the “Securityholder”)
understands that IT&E International Group, Inc. (the “Company”) has entered
into that certain Agreement and Plan of Merger of even date hereof (the “Merger
Agreement”) by and among the Company IT&E Merger Sub, Inc., IT&E
Acquisition Co., Inc., Averion Inc. (“Averion”), Securityholder and the other
signatories thereto in part based on the undersigned’s entry into this Letter
Agreement (the “Letter Agreement”). 
Pursuant to the Merger Agreement, the Company paid the undersigned
certain consideration, including shares of Series E Convertible Preferred
Stock, Subordinated Promissory Notes and shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”).


1.                                       For
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Securityholder agrees that the Securityholder will not,
without the prior written consent of the Company, directly or indirectly offer,
sell, pledge, contract to sell (including any short sale), grant any option to
purchase, enter into any contract to sell or otherwise dispose of or transfer
any shares of Common Stock or other equity securities of the Company (including
without limitation, any shares of Common Stock which may be deemed to be
beneficially owned by the Securityholder in accordance with the rules and
regulations of the Securities and Exchange Commission (the “SEC”), and any
shares of Common Stock which may be issued upon exercise of any stock options
or warrants or upon conversion or exchange of any convertible or exchangeable
securities) or any rights, warrants, options or other securities that are
convertible into, or exercisable or exchangeable for, Common Stock
(collectively, “Rights”) (together the Rights and Common Stock are referred to
herein as the “Restricted Shares”) or enter into any Hedging Transaction (as
defined below) (each of the foregoing referred to as a “Disposition”) except
as follows: (i) twenty five percent (25%) of the Securityholder’s Restricted
Shares may be sold by the holder upon the later of six (6) months from the date
hereof or the date on which a registration statement covering the resale of the
shares of Common Stock is declared effective by the SEC, (ii) after sales
permitted by (i), an additional thirty seven and a half percent (37.5%) of the Securityholder
Restricted Shares may be sold if the purchase price obtained by such selling Securityholder
is $0.75 or more, and (iii) after (i) and (ii), any remaining amount of
Restricted Shares may be sold by the Securityholder after three (3) years from
the date hereof (the “Lock-Up Period”). 
The foregoing restriction is expressly intended to preclude the
Securityholder from engaging in any Hedging Transaction or other transaction
which is designed to or is reasonably expected to lead to or result in a
Disposition during the Lock-Up Period even if the securities would be disposed
of by someone other than the Securityholder. 
“Hedging Transaction” means any short sale (whether or not against the
box) or any purchase, sale or grant of any right (including, without
limitation, any put or call option)









 



 


with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from the Common Stock
or any Rights.  The foregoing restrictions
set forth in this paragraph shall apply to all Restricted Shares now owned or
hereafter acquired by the Securityholder, except that such restrictions shall
not apply to shares of Common Stock and Rights acquired in open market
transactions after the closing of the merger as set forth in the Merger
Agreement.


2.                                       Notwithstanding
the foregoing, in the event that ComVest Investment Partners II or an affiliate
(“ComVest”) sells, at any time or from time to time, any of its securities
purchased pursuant to the Securities Purchase Agreement dated November 9, 2005
(the “Securities Purchase Agreement”) (the “ComVest Securities”), then the Securityholder
shall immediately be entitled to sell the same proportion of shares sold by
ComVest irrespective of the lock-up provisions contained in Section 1 (“Released
Shares”).  For purposes of illustration,
if ComVest were to sell 10% of the ComVest Securities, then the Securityholder
would be entitled to sell 10% of the securities owned by them irrespective of
the lock-up provisions contained in Section 1. 
Such Released Shares shall be allocated first to the shares set forth in
subsection (iii) of Section 1, such that the three (3) year lock-up shall no
longer apply to the Released Shares, then to the shares set forth in subsection
(ii) of Section 1, and then to the shares set forth in subsection (i) of
Section 1.  ComVest shall promptly
provide written notice to the Securityholder of each sale of ComVest Securities
and a reasonably detailed calculation setting forth the percentage of ComVest
Securities sold.  An exercise of the warrants
issued to ComVest pursuant to that certain Securities Purchase Agreement dated
as of November 9, 2005 or any distribution of the ComVest Securities by ComVest
to its members shall not be deemed a sale by ComVest and shall not release the Securityholder
from the terms of the lock-up.


3.                                       Notwithstanding
the foregoing, the Securityholder may transfer any or all of the Securityholder’s
Restricted Shares (i) if the Securityholder is a natural person, by gift, will
or intestacy so long as the transfer is not for value; (ii) if the
Securityholder is a natural person, to any trust for the direct or indirect
benefit of the Securityholder or the immediate family of the Securityholder so
long as the transfer is not for value; (iii) if the Securityholder is a
partnership, to a partner of such partnership or a retired partner of such
partnership who retires after the date hereof so long as the transfer is not
for value; and (iv) if the Securityholder is a corporation, limited liability
company or limited partnership to any of its wholly-owned subsidiaries; provided, however, that in any such case
it shall be a condition to the transfer that, prior to or concurrently with
such transfer, the transferee executes and delivers to the Company an
agreement, in form and substance satisfactory to the Company, stating that the
transferee is receiving and agrees to hold the Restricted Shares, as the case
may be, subject to the provisions of this Letter Agreement, and there shall be
no further transfer of such Restricted Shares, as the case may be, except in
accordance with this Letter Agreement. 
For purposes of this Letter Agreement, “immediate family” shall mean any
relationship by blood, marriage, or adoption, not more remote than first
cousin.


4.                                       Without
limiting the restrictions herein, any Disposition by the Securityholder shall
remain at all times subject to applicable securities laws, including without
limitation the



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resale restrictions
imposed by Rule 144 promulgated under the Securities Act of 1933, as amended.


5.                                       The
Securityholder hereby agrees that, to the extent that the terms of this Letter
Agreement conflict with or are in any way inconsistent with any registration
rights agreement or similar agreement to which the Securityholder is a party or
under which the Securityholder is entitled to any right or benefit, this Letter
Agreement supersedes such registration rights agreement or similar agreements.


6.                                       The
Securityholder understands that the Company will proceed with the Merger in
reliance on this Letter Agreement.


7.                                       This
Agreement may be amended or a provision hereof waived only in a writing signed
by the Company and the consent of the holders of a majority of the Common Stock
issued pursuant to the Merger Agreement (“Required Majority”).  Any amendment to or waiver of this Agreement
implemented pursuant to a writing signed by the Company and a Required Majority
in compliance with this Section shall be binding upon Securityholder and, as
the case may be, its successors or assigns.


8.                                       This
Letter Agreement shall be governed by the laws of the State of Delaware,
without regard to any applicable choice of law provisions.


9.                                       The
Securityholder hereby represents and warrants that the Securityholder has full power
and authority to enter into this Letter Agreement and that this Letter
Agreement has been duly authorized (if applicable), executed and delivered by
the Securityholder and is a valid and binding agreement of the Securityholder.  All authority herein conferred or agreed to
be conferred shall survive the death or incapacity of the Securityholder and
any obligations of the Securityholder shall be binding upon the heirs, personal
representatives, successors and assigns of the Securityholder.


[Remainder of Page Intentionally
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  Very truly yours

  
	
   

  
	
   

  	
   

  
	
  (Signature)

  
	
   

  
	
   

  	
   

  
	
  (Print Name)

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Print Name of
  Securityholder, if

  
	
  Securityholder
  is an entity)

  



 


 


[Signature Page to Lock-Up
Agreement]



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Consent of Spouse


I, the spouse of the
above-named Securityholder, acknowledge and agree that I am bound by the terms
of this Letter Agreement as to any and all interests I may have in securities
or options issued by the Company acquired, held or beneficially owned by my
spouse.


	
  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Consent of Spouse Signature
  Page to Lock-Up Agreement]

  



 



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