Exhibit 10.4
LOCK-UP AGREEMENT
August 22, 2005
CEA Acquisition Corporation
000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxxx, 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 of the Corporation dated as of February
12, 2004 are released from the terms of such Escrow Agreement on an accelerated
basis for any reason, then the Restricted Securities shall be released from the
provisions of this Agreement on the same accelerated schedule.
It is understood that the shares of Parent Common Stock owned by the
undersigned and held in escrow pursuant to that certain Escrow Agreement
attached as Exhibit A to the Merger Agreement shall be considered part of the
"Restricted Securities" and shall, for purposes of calculating the number of
Restricted Securities the undersigned is entitled to Transfer hereunder, be
entirely included in that portion of the Restricted Securities which remain
subject to the
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restrictions of this Agreement. It is also understood that the shares of Parent
Common Stock owned by the undersigned and held in escrow pursuant to that
certain Escrow Agreement by and among etrials, each of the undersigned and
Xxxxxxx Xxxxxxx & Xxxxxxxx, P.A. dated as of April 1, 2005 shall be considered
part of the "Restricted Securities" when determining the proportion of the
Restricted Securities that the undersigned is entitled to Transfer hereunder.
Notwithstanding the foregoing limitations this Lock-Up Agreement will
not prevent any Transfer of any or all of the Restricted Securities, either
during the undersigned's lifetime or on the undersigned's death, by gift, will
or intestate succession, to the undersigned's "family members" or to trusts,
family limited partnerships and similar entities primarily for the benefit of
the undersigned or the undersigned's "family members"; provided, however, that
in each and any such event it shall be a condition to the Transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the Restricted Securities subject to the provision of this Lock-Up
Agreement, and other than to return the Restricted Securities to the former
ownership, there shall be no further Transfer of the Restricted Securities
except in accordance with this Lock-Up Agreement. For purposes of this
sub-paragraph, "family member" shall mean spouse, lineal descendants,
stepchildren, father, mother, brother or sister of the transferor or of the
transferor's spouse. Also notwithstanding the foregoing limitations, in the
event the undersigned is an entity rather than an individual, this Lock-Up
Agreement will not prevent any Transfer of any or all of the Restricted
Securities to the shareholders of such entity, if it is a corporation, to the
members of such entity, if it is a limited liability company, or to the partners
in such entity, if it is a partnership; provided, however, that in each and any
such event it shall be a condition to the Transfer that the transferee execute
an agreement stating that the transferee is receiving and holding the Restricted
Securities subject to the provisions of this Lock-Up Agreement, and other than
to return the Restricted Securities to the former ownership, there shall be no
further Transfer of the Restricted Securities in accordance with this Lock-Up
Agreement.
Any of the Restricted Securities subject to this Lock-Up Agreement may
be released in whole or part from the terms hereof upon the approval of the
board of directors of the Corporation and the Committee referred to in the
Merger Agreement.
The undersigned hereby authorizes the Corporation's transfer agent to
apply the appropriate legend thereto to reflect the existence and general terms
of this Lock-up Agreement to any certificates representing the Restricted
Securities issued to the undersigned, including any shares of Parent Common
Stock issuable upon exercise of Merger Warrants.
This Lock-up Agreement will be legally binding on the undersigned and
on the undersigned's heirs, successors, executors, administrators, conservators
and permitted assigns, executed as an instrument governed by the law of the
State of Delaware.
[Signature on following page.]
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SIGNATURE PAGE TO LOCK-UP AGREEMENT LETTER DATED AUGUST 22, 2005
Very truly yours,
Quintiles Transnational Corp.
By: s/ Xxxxxxx Xxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
Q Finance, Inc.
By: s/ R. Xxxxx Xxxxxx
---------------------------------
Name: R. Xxxxx Xxxxxx
Title: Vice President
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