EXHIBIT 4.1
LOCK-UP AGREEMENT (FORM)
MIRAGE HOLDINGS, INC.
LOCK-UP AGREEMENT
___________________, 1997
Veera Capital Corporation
00 Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that you and certain other firms propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") providing
for the purchase by you and such other firms (the "Underwriters") of units (the
"Units") of securities of Mirage Holdings, Inc., a Nevada corporation (the
"Company") and that the Underwriters propose to re-offer the Shares to the
public (the "Public Offering").
In consideration of the execution of the Underwriting Agreement by the
Underwriters, and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that without the prior written consent of Veera
Capital Corporation (which consent may be withheld in its sole discretion) the
undersigned will not sell, offer to sell, solicit an offer to buy, contract to
sell, loan, pledge, grant any option to purchase, or otherwise transfer or
dispose of (collectively, a "Disposition"), any shares of Common Stock, or any
securities convertible into or exercisable or exchangeable for Common Stock
(collectively, "Securities"), now owned or hereafter acquired by the undersigned
or with respect to which the undersigned has or hereafter acquires the power of
disposition, for a period of 12 months (365 days) after the date of the final
Prospectus relating to the offering of the Units to the public by the
Underwriters (the "Lock-Up" Period). The foregoing restriction is expressly
agreed to preclude the holder of the Securities from engaging in any hedging,
pledge, or other transaction which is designed to, or which may reasonably be
expected to lead to or result in a Disposition of Securities during the Lock-Up
Period even if such Securities would be disposed of by someone other than the
undersigned. Such prohibited hedging, pledge, or other transaction would
include, without limitation, any short sale (whether or not against the box),
any pledge of shares covering an obligation that matures, or could reasonably
mature during the Lock-Up Period, or any purchase, sale, or grant of any right
(including, without limitation, any put or call option) with respect to any
Securities or with respect to any security (other than a broad-based market
basket or index) that includes, relates to, or derives any significant part of
its value from Securities.
Notwithstanding the foregoing, the undersigned may (i) exercise (on a cash
or cashless basis, whether in a traditional cashless exercise or in a "brokers"
cashless exercise). Common Stock options or warrants outstanding on the date
hereof, it being understood, however, that the shares of Common Stock received
(net of shares sold by or on behalf of the undersigned in a "brokers" cashless
exercise or shares delivered to the Company in a traditional cashless exercise
thereof) by the undersigned upon exercise thereof shall be subject to the terms
of this agreement, (ii) transfer shares of Common Stock or Securities during the
undersigned's lifetime by bona fide gift of upon death by will or intestacy,
provided that any transferee agrees to be bound by the terms of this agreement,
and (iii) transfer or otherwise dispose of shares of Common Stock or Securities
as a distribution to limited partners or shareholders of the undersigned
provided that the distributors thereof agree to be bound by the terms of this
agreement.
The undersigned understands that the Underwriters will rely upon the
representations set forth in this Lock-Up Agreement in proceeding with the
Public Offering. The undersigned agrees that the provisions of this agreement
shall be binding upon the successors, assigns, heirs, personal and legal
representatives of the undersigned. Furthermore, the undersigned hereby agrees
and consents to the entry of stop transfer instructions with the Company's
transfer agent against the transfer of the Securities held by the undersigned
except in compliance with this Lock-Up Agreement.
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It is understood that, if the Underwriting Agreement does not become
effective prior to December 31, 1997, or if the Underwriting Agreement (other
than the provisions thereof which survive terminations) shall terminate or be
terminated prior to payment for and delivery of the Shares, the obligations
under this letter agreement shall automatically terminate and be of no further
force and effect.
Very truly yours,
_____________________________________
By:
_____________________________________
Printed name of person/entity
_____________________________________
Title if applicable
_____________________________________
Additional signature(s), if stock jointly held
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