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EXHIBIT
10.8
LOCKUP
AGREEMENT
THIS LOCKUP AGREEMENT (the
“Agreement”) is entered into as of the 16th day of May
2008 (the “ Effective Date ”), by and between
TELETOUCH COMMUNICATIONS, INC., a Delaware corporation (the “
Company ”), on the one hand, and Stratford Capital
Partners, L.P., a Texas limited partnership (“
Stratford ”), and Retail & Restaurant Growth
Capital, L.P., a Delaware limited partnership (“ RRGC
”, and together with Stratford are collectively referred to
hereinafter as the “ Securityholders ”), on the
other hand.
WITNESSETH:
WHEREAS , the Company
and the Securityholders executed a certain Registration Rights
Agreement dated August 24, 2006 (the “ RRA
”); and
WHEREAS , each
Securityholder is the holder and beneficial owner (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of the Registrable Securities in respective amounts set
forth in Appendix A hereto; and
WHEREAS , in
consideration for a certain payment from the Company as set forth
below, the Securityholders wish to lockup the Registrable
Securities in accordance with the terms and provisions
hereunder.
NOW, THEREFORE , in
consideration of the above premises and the mutual covenants
contained below and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, the parties agree as
follows:
1. Definitions . As
used in this Agreement, each of the terms defined in the opening
paragraph and the Recitals above shall have the meanings assigned
to such terms therein. Each term defined in the RRA and used herein
without definition shall have the meaning assigned to such term in
the RRA, unless expressly provided to the contrary.
2. Payment .
Concurrently with the execution and delivery of this Agreement, the
Company has paid the Securityholders $270,000 (the “
Payment ”), $165,000 of which has been paid to
Stratford and $105,000 of which has been paid to RRGC, by wire
transfer of immediately available funds to accounts designated by
the Securityholders.
3. Lockup Restriction
. In consideration of the Payment and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, each
Securityholder severally, and not jointly, agrees, for the benefit
of the Company, not to, without the prior written consent of the
Company: (1) offer, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell,
pledge, hypothecate, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or
indirectly, the Registrable Securities; (2) enter into any
swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of
1
the Registrable Securities, whether any
such transaction described in clause (1) or (2) above is
to be settled by delivery of the Registrable Securities, in cash or
otherwise, for a period of 18 months subsequent to the Effective
Date (the “ Lockup Period ”); provided, that the
Lockup Period shall expire with respect to (A) 50% of the
Registrable Securities held by each Securityholder as of date
hereof on the date that is 12 months subsequent to the Effective
Date, (B) an additional 25% of the Registrable Securities held
by each Securityholder as of the date hereof on the date that is 15
months after the Effective Date, and (C) all remaining
Registrable Securities held by each Securityholder on the date that
is 18 months subsequent to the Effective Date. During the Lockup
Period each Securityholder further agrees to not to enter into any
private transaction involving the Registrable Securities unless
(i) the Company receives an opinion of counsel acceptable in
form and substance to the Company to the effect that the proposed
transaction is exempt from the registration requirements of the
Securities Act of 1933, as amended, and (ii) the proposed
transferee agrees to be bound by all the provisions of the
Agreement prior to any such private transaction. Notwithstanding
anything to the contrary contained herein, the Lockup Period and
restrictions set forth in this Section 4 do not apply
to transfers by a Securityholder to such Securityholder’s
affiliates if such affiliates agree to such Lockup
Period.
4. Miscellaneous
.
(a) Entire Agreement .
This Agreement along with those agreements incorporated by
reference herein contain the entire agreement between the parties
with respect to the subject matter of this Agreement.
(b) Judicial
Modification . The parties hereto agree that the provisions of
this Agreement are severable and that it is the intent of the
parties hereto that the restrictions contained in this Agreement be
enforced to the fullest extent permissible under the laws of each
jurisdiction in which enforcement is sought. If any of the
restrictions contained in this Agreement are held to be invalid,
illegal, or unenforceable in any respect under any applicable law
in any jurisdiction, then such invalidity, illegality or
unenforceability will not affect any other provision of this
Agreement or any other jurisdiction, but such restrictions will be
reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenfo
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