Lock-Up Agreement between CEA Acquisition Corporation and Certain Stockholders (August 22, 2005)

  Exhibit 10.3 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. and certain Stockholders of etrials Worldwide, Inc. (the "Merger Agreement"), to induce the Corporation to enter into the Merger Agreement and consummate the Merger (as defined in the Merger Agreement), the undersigned, agrees 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 -1-  restrictions of this Agreement. 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.] -2-  SIGNATURE PAGE TO LOCK-UP AGREEMENT LETTER DATED AUGUST 22, 2005 Very truly yours, MINIDOC AB By: s/ Per Egeberg ---------------------------------- Name: Per Egeberg Title: CEO INFOLOGIX (BVI) LIMITED By: EQ Secretaries (Jersey) Limited, Company Secretary By: s/Janet Raine s/ Lorraine Wheeler ---------------------------------- Name: Janet Raine Lorraine Wheeler Title: Authorized Signatories NEWLIGHT ASSOCIATES II, LP By: Newlight Partners II, LP, General Partner By: s/ Robert M. Brill ---------------------------------- Name: Robert M. Brill Title: General Partner NEWLIGHT ASSOCIATES II (BVI), LP By: Newlight Partners II (BVI), LP, General Partner By: s/ Robert M. Brill ---------------------------------- Name: Robert M. Brill Title: General Partner NEWLIGHT ASSOCIATES II-E, LP BY: Newlight Partners II-E, LP, General Partner By: s/ Robert M. Brill ---------------------------------- Name: Robert M. Brill Title: General Partner DUNLAP INDUSTRIES By: s/ Peter L. Coker ---------------------------------- Name: Peter L. Coker Title: Managing Director E-ZAD PARTNERSHIP LIMITED By: s/Jamshid Ansari ---------------------------------- Name: Jamshid Ansari Title: Treasurer -3-