IT
Management, Inc.


1395
Brickell Avenue, Suite 800


Miami,
FL 33131


 










 



 


Form
of Lock-Up Agreement


 


We
are delivering this letter to you in connection with the proposed registration statement (the “Registration Statement”),
by IT Management, Inc., a Nevada corporation (the “Company”), and certain Selling Security Holders named therein and
each of you as initial shareholders of the Company.


 


You
hereby agree that, without the prior written consent of the Company’s board of directors, you will not, directly or indirectly,
offer, pledge, lend, sell, contract to sell, grant any option to purchase, purchase any option or contract to sell, make any short
sale, request the Company to file a registration statement with respect to, or otherwise dispose of that number of the Lock-Up
Shares, provided that:


 


	 	●	the
    restrictions set forth above with respect to one-quarter (25.0%) of the Lock-Up Shares will be removed upon the effective
    date of the Registration Statement;
	 	 	 
	 	●	the
    restrictions set forth above with respect to one-quarter (25.0%) of the Lock-Up Shares will be removed six (6) months after
    the effective date of the Registration Statement;
	 	 	 
	 	●	the
    restrictions set forth above with respect to on one-quarter (25.0%) of the Lock-Up Shares will be removed one (1) year after
    the effective date of the Registration Statement; and
	 	 	 
	 	●	the
    restrictions set forth above with respect to on the remaining one-quarter (25.0%) of the Lock-Up Shares will be removed eighteen
    (18) months after the effective date of the Registration Statement.


 


You
further agrees that you will not take, directly or indirectly, any action designed to or which might reasonably be expected to
cause or result, under the Securities Exchange Act of 1934 (the “Exchange Act”), in stabilization or manipulation
of the price of any securities of the Company to facilitate the sale or resale of the Common Stock to be sold in the offering
and has not effected any sales of shares of Common Stock which would be required to be disclosed in response to Item 701 of Regulation
S-K.


 


The
foregoing restrictions are expressly agreed to preclude you from engaging in any hedging or other transaction which is designed
to or which reasonably could be expected to lead to or result in a sale or disposition of the Lock-Up Shares even if someone other
than you would dispose of such Lock-Up Shares. Such prohibited hedging or other transactions include without limitation (i) any
short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any
of the Lock-Up Shares or with respect to any security that includes, relates to, or derives any significant part of its value
from such Lock-Up Shares, and/or (ii) any swap or any other agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of the Lock-Up Shares, whether any such swap or transaction is to
be settled by delivery of the Lock-up Shares, in cash or otherwise. If for any reason the Registration Statement is not filed
or is withdrawn prior to the date it is declared effective (as defined in the Registration Statement), the agreement set forth
above shall likewise be terminated.


 




    	 



    	 



    

  


Notwithstanding
the foregoing, you may transfer the Lock-Up Shares without the prior consent of the Company’s board of directors in connection
with (i) transfers of the Lock-Up Shares as a bona fide gift, by will or intestacy or to a family member or trust for the benefit
of a family member; provided that each donee or distributee shall sign and deliver a lock-up letter substantially in the
form of this letter agreement if the transfer occurs during the relevant restricted periods, (ii) transactions relating to other
securities acquired from other Sellers after the date hereof, or (iii) transactions relating to other securities acquired in open
market transactions after the date hereof.


 


In
addition, you hereby agree and consent to the entry of stop transfer instructions with the Company’s transfer agent and
registrar against the transfer of the Lock-Up Shares except in compliance with this letter agreement.


 


You
further understand that this letter agreement is irrevocable and shall be binding upon your heirs, legal representatives, successors
and assigns.


 


By
signing below, you hereby represent and warrant that the you have the full power and authority to enter into this letter agreement
and that this letter agreement constitutes the legal, valid and binding obligation of yours, enforceable in accordance with its
terms. Any of your obligations herein shall be binding upon your successors and assigns from the date first above written.


 


The
laws of the State of Nevada shall govern the letter agreement without giving effect to the principles of conflicts of laws. Any
action or proceeding brought by a party to this agreement must be before a Federal or state court in the County of Clark, State
of Nevada.


 


[Signature
page follows]


 




    	 



    	 



    

  


	 	Yours
    truly,
	 	 
	 	IT
    Management, Inc.
	 	 
	 	By:	/s/
    Claude Beauregard
	 	Name:	Claude Beauregard
	 	Title:	Chairman and Chief Executive Officer


 


	Acknowledged
    and agreed by:	 
	 	 
	/s/
    	 


 


[Signature
Page to Lock-up Agreement]