Exhibit 1.06
_______________, 1997
First Midwest Securities, Inc.
0000 X. Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Lock Up Agreement
The undersigned, a beneficial owner of no par value common stock ("Common
Stock") of The Orlando Predators Entertainment, Inc. (the "Company"),
understands that the Company has filed with the Securities and Exchange
Commission a registration statement on Form SB-2 (File No. 333-31671) (the
"Registration Statement") for the registration of up to 632,500 Units of the
Company's securities ("Units") with each Unit consisting of one share of Common
Stock and one redeemable common stock purchase warrant in connection with a
public offering of such Units and underlying securities. The undersigned
further understands that the Company and First Midwest Securities, Inc. (the
"Underwriter") have entered into an underwriting agreement upon the
effectiveness of the Registration Statement (the "Underwriting Agreement"), in
connection with such public offering.
In order to induce the Underwriter to close the transactions contemplated
by such Underwriting Agreement, the undersigned agrees, for the benefit of the
Company and the Underwriter, that he/she will not, without the prior written
consent of the Underwriter, sell, transfer or otherwise dispose of, directly or
indirectly, any of the shares of Common Stock of the Company owned by the
undersigned or purchasable by the undersigned under any current or future stock
option grant as set forth below, for the twelve (12) month period following the
commencement date. Furthermore, the undersigned will permit all certificates
evidencing his/her shares as aforementioned to be endorsed with the appropriate
restrictive legends, and will consent to the placement of appropriate stop
transfer orders with the transfer agent for the Company; PROVIDED, that
notwithstanding the foregoing, without the consent of the Underwriter the
undersigned may (i) transfer such shares to one or more immediate family
member(s), charitable remainder trusts, or to trusts for the primary benefit of,
or partnerships comprised of, immediate family members (collectively, "Permitted
Transferees") upon the condition that any such Permitted Transferee agrees to be
bound by the foregoing restriction in the same manner as it applies to the
undersigned by delivering to the Underwriter a Lock Up Agreement in form and
substance identical to this Lock Up Agreement; and (ii) dispose of such shares
in other private
First Midwest Securities, Inc.
_______________, 1997
Page 2
transactions, as long as any purchaser or donee in such
transaction agrees to be bound by the terms of this Lock Up Agreement.
Very truly yours,
____________________________________________
Signature
____________________________________________
Name
____________________________________________
Number of Shares of Common Stock
Subject to Lock Up Agreement
____________________________________________
Number of Shares of Common Stock Exercisable
Under Option Plans Subject to Lock Up
Agreement
(Executive Officers and Directors Only)
