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
