Exhibit 10.4
LOCK-UP AGREEMENT
August 22, 2005
CEA Acquisition Corporation
101 East Kennedy Boulevard, Suite 3300
Tampa, Florida 33602
Attention: Robert Moreyra, Executive Vice President
Re: Lock-Up Agreement
Ladies and Gentlemen:
In connection with the Agreement and Plan of Merger dated August
22,
2005 by and among CEA Acquisition Corporation (the "Corporation"),
etrials
Acquisition, Inc. etrials Worldwide, Inc. ("etrials") and certain
Stockholders
of etrials. (the "Merger Agreement"), to induce the Corporation to
enter into
the Merger Agreement and consummate the Merger (as defined in the
Merger
Agreement), each of the undersigned agree to neither directly nor
indirectly:
(1)
sell or offer or contract to sell or offer, grant any option or
warrant for the sale of, assign, transfer, pledge, hypothecate,
or otherwise encumber or dispose of (all being referred to as a
"Transfer") any legal or beneficial interest in any shares of
stock, $.0001 par value, of the Corporation ("Parent Common
Stock") receivable solely as a result of the Merger at the time
of Closing of the Merger and not as the result of the exercise of
the Merger Warrants (as defined in the Merger Agreement) (the
"Restricted Securities"), or
(2)
enter into 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 any of the Restricted
Securities, whether such swap transaction is to be settled by
delivery of any Restricted Securities or other securities of any
person, in cash or otherwise,
during the "Restricted Period" (as hereinafter defined). As used
herein,
"Restricted Period" means the period commencing on the Closing Date
(as defined
in the Merger Agreement) and ending on February 19, 2007, provided,
that (i) the
Restricted Period shall terminate six months after the Closing Date
with respect
to 25% of each class of Restricted Securities, (ii) the Restricted
Period shall
terminate nine months after the Closing Date with respect to an
additional 25%
of each class of Restricted Securities and (iii) if the Corporation
redeems the
Merger Warrants and its public warrants issued pursuant to its
Prospectus dated
February 12, 2004, the Restricted Period shall terminate on the
date specified
for such redemption with respect to 50% of the Restricted
Securities then
subject to this Lock-Up Agreement and the percentages referred to
in the
preceding clauses (i) and (ii) shall be applied to the then
remaining Restricted
Securities if such redemption date is prior to the dates that are
six months
and/or nine months after the Closing Date. In addition, in the
event that all or
any portion of the shares of Parent Common Stock held in escrow
pursuant to that
certain Stock Escrow Agreement by and among Continental Stock
Transfer & Trust
Company and the founding stockholders
