Exhibit 10.8


 


Officer, Director and Securityholder Lock-Up Agreement


 


November 9, 2005


 


IT & E
International Group


505 Lomas
Santa Fe Drive, Suite 200


Solana Beach,
California 92075


 


Ladies and
Gentlemen:


 


The
undersigned (the “Securityholder”) understands that IT & E International
Group (the “Company”) has entered into a certain Securities Purchase Agreement
of even date hereof (the “Securities Purchase Agreement”) with ComVest
Investment Partners II LLC or an affiliate (“ComVest”), providing for the sale (the
“Offering”) by the Company of Series D Preferred Stock (“Preferred Stock”), or
Senior Secured Convertible Notes (the “Notes”), and warrants (the “Warrants”)
to purchase common stock, par value $0.001 per share, of the Company (“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”, which term includes, without limitation,
any shares of preferred stock which are convertible into Common Stock)
(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) 25% of
the Securityholder’s Restricted Shares may be sold by the holder upon the later
of six months from the date hereof or the date on which a registration
statement covering the resale of the shares of Common Stock issuable upon
exercise of the Warrants and the shares issuable upon conversion of the
Preferred Stock is declared effective by the SEC, and (ii) after sales
permitted by (i), an additional 37.5% of the Securityholders Restricted Shares
may be sold if the purchase price obtained by such selling Securityholder is
$0.75 or more, or (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 completion of the
Offering.


 


2.                                       Notwithstanding the foregoing, in the event that ComVest sells, at
any time or from time to time, any of its securities purchased pursuant to the
Securities Purchase Agreement (the “ComVest Securities”), then the
Securityholders 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 Securityholders 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 Securityholders 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, or any distribution of the ComVest Securities by ComVest to its
members, or any subsequent sale by such members following such distribution
(other than the General Managers), shall not be deemed a sale by ComVest and
shall not release the Securityholders 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 Lock-Up 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 Offering in reliance on this letter agreement.


 


7.                                       This letter agreement shall be governed by the laws of the State of
New York, without regard to any applicable choice of law provisions.


 


8.                                       This letter agreement shall terminate and have no force or effect if
the initial closing of the Offering does not occur by 11:59 p.m. (New York
time) on November 15, 2005.


 


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.


 


 


	
  Very truly
  yours

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Signature)

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Print Name)

  
	
   

  
	
   

  
	
   

  	
   

  
	
  (Print Name
  of Securityholder, if

  Securityholder is an entity)

  
			



 


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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

  



 


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