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