Warrant LockUp Agreement
This agreement is by and between Trinity Works, Inc. (the "Corporation")
and the undersigned shareholders as agreed to on the day of March, 1995.
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 Warrants distributed to them upon the
effectiveness of the Registration Statement on Form S-1 to be filed with the
Securities and Exchange Commission (SEC).
The undersigned shareholders agree that the Warrants distributed to them
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:
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 thwo years.
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 sid 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 ocmmon shares as evidenced by the certificate is subject
to certain restrictions until two years 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.
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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