Warrant LockUp Agreement
This agreement is by and between Casinovations, Inc. (the
"Corporation") and the undersigned shareholders as agreed to on the
day of March , 1998. The purpose of this agreement is to
define the agreed upon rights and responsibilities of the principal
shareholders, officers and directors in relation to the A, B and C Warrants
being registered on their behalf in Registration Statement on Form SB-2
filed with the Securities and Exchange Commission (SEC).
The undersigned shareholders agree that the Warrants are intended to support
the capitalization of the Corporation and were not intended to be used for
immediate personal gain or to stabilize the market as per Section 10(b)(6) or
10(b)(7) under the SEC Act of 1934. Therefore, the undersigned shareholders
do hereby agree to the following:
The undersigned shareholders agreed that they will not exercise the Warrants
during the offering period. The offering period includes the primary
offering of the Corporation and the secondary offering by Selling
Securityholders. Thereafter, in the event the undersigned shareholders
exercise any Warrants, the common stock issued to the undersigned
shareholders upon said exercise shall be locked in and restricted from
trading for a period of one year. Upon exercise, a notice shall be placed on
the face of each stock certificate stating that the transfer of the common
stock evidenced by said certificate is restricted in accordance with the
conditions set forth on the reverse side of each common stock certificate;
and a typed legend shall be placed on the reverse side of each common stock
certificate which states that the sale or the transfer of the common shares
as evidenced by the certificate is subject to certain restrictions until one
year from the date of issuance pursuant to this Agreement between the
shareholders of the Corporation (whether beneficial or of record) and the
Corporation. This agreement shall be on file with the Corporation and the
transfer agent and a copy shall be available upon request and without charge.
The undersigned shareholders agree not to sell or otherwise transfer their
interest in the Warrants except to an underwriter or other market maker in
the common stock once a market is established. The undersigned
shareholders further agree that the total value in cash or other
consideration, paid by the underwriter/market maker to the undersigned
shareholders shall not exceed $.001
per Warrant.
The undersigned hereby agree that the terms of this agreement may not be
waived in whole or in part by the Corporation or any of the other parties
hereto.
In witness whereof, the parties hereto have duly executed this agreement as
of the above mentioned date:
Holder of Warrants
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Holder of Warrants
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Holder of Warrants
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Casinovations, Inc.
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by:
