Warrant LockUp Agreement
This agreement is by and between Grand Slam Licensing, 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 two 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 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 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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