Exhibit 10.3


 


FORM OF LOCK-UP AGREEMENT


 


June 17,
2008


 


Each
Purchaser referenced below:


 


Re:                               Securities Purchase
Agreement, dated as of May 30, 2008 (the “Purchase Agreement”),
between Southwest
Casino Corporation, a Nevada corporation (the “Company”) and
the purchasers signatory thereto (each, a “Purchaser” and, collectively,
the “Purchasers”)


 


Ladies
and Gentlemen:


 


Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”)
shall have the meanings set forth in the Purchase Agreement.  Pursuant to Section 2.2 of the Purchase
Agreement and in satisfaction of a condition of the Company’s obligations under
the Purchase Agreement, the undersigned irrevocably agrees with the Company
that, from the date hereof until the 4 month anniversary of the Effective Date
(such period, the “Restriction Period”), the undersigned will not offer,
sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter
into any transaction which is designed to, or might reasonably be expected to,
result in the disposition (whether by actual disposition or effective economic
disposition due to cash settlement or otherwise) by the undersigned or any
Affiliate of the undersigned or any person in privity with the undersigned or
any Affiliate of the undersigned), directly or indirectly, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act with respect
to, any shares of Common Stock or Common Stock Equivalents beneficially owned,
held or hereafter acquired by the undersigned (the “Securities”).  Beneficial
ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act.  In order to enforce this
covenant, the Company shall impose irrevocable stop-transfer instructions
preventing the Transfer Agent from effecting any actions in violation of this
Letter Agreement.


 


Notwithstanding anything
to the contrary contained in this Letter Agreement, the undersigned may
transfer her or his Common Stock or Common Stock Equivalents: (a) to his
or her trusts, or spouses and lineal descendants for estate planning purposes, (b) pursuant
to bona fide gift, or (c) to the extent any shares subject to this lock-up
agreement are held by a partnership, limited liability company or corporation
(the “Entity”), the Entity may distribute those shares to its partners,
members or shareholders in proportion to the partners’, members’ or
shareholders’ proportionate ownership interest in the Entity and, only upon a
liquidation of such Entity, up to, in the aggregate among all such
distributions, 355,000 of such shares (subject to adjustment for reverse and
forward stock splits and the like, distributed to partners, members or
shareholders who are not a signatory to this Agreement (such shares, “Unrestricted
Shares”) will no longer be subject to the provisions of this
Agreement.  Except with regard to the
Unrestricted Shares, as a condition to any of the aforementioned transfers, the
transferee (or the legal representative of the transferee) must first agree to
be bound by all of the terms and conditions of this Letter Agreement in
connection with any potential resale of the Common Stock or Common Stock
Equivalents so transferred.


 

















 


The
undersigned acknowledges that the execution, delivery and performance of this
Letter Agreement is a material inducement to each Purchaser to complete the
transactions contemplated by the Purchase Agreement and that each Purchaser
(which shall be a third party beneficiary of this Letter Agreement) and the
Company shall be entitled to specific performance of the undersigned’s
obligations hereunder.  The undersigned
hereby represents that the undersigned has the power and authority to execute,
deliver and perform this Letter Agreement, that the undersigned has received
adequate consideration therefor and that the undersigned will indirectly
benefit from the closing of the transactions contemplated by the Purchase
Agreement.


 


This Letter Agreement may not be amended or
otherwise modified in any respect without the written consent of each of the
Company, each Purchaser and the undersigned. 
This Letter Agreement shall be construed and enforced in accordance with
the laws of the State of Utah without regard to the principles of conflict of
laws. The undersigned hereby
irrevocably submits to the exclusive jurisdiction of the United States District
Court sitting in Utah and the courts of the State of Utah, for the purposes of
any suit, action or proceeding arising out of or relating to this Letter Agreement,
and hereby waives, and agrees not to assert in any such suit, action or
proceeding, any claim that (i) it is not personally subject to the
jurisdiction of such court, (ii) the suit, action or proceeding is brought
in an inconvenient forum, or (iii) the venue of the suit, action or
proceeding is improper. The undersigned hereby irrevocably waives personal
service of process and consents to process being served in any such suit,
action or proceeding by receiving a copy thereof sent to the Company at the
address in effect for notices to it under the Purchase Agreement and agrees
that such service shall constitute good and sufficient service of process and
notice thereof.  The undersigned hereby
waives any right to a trial by jury. 
Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law.  The undersigned agrees and understands that
this Letter Agreement does not intend to create any relationship between the
undersigned and each Purchaser and that each Purchaser is not entitled to cast
any votes on the matters herein contemplated and that no issuance or sale of
the Securities is created or intended by virtue of this Letter Agreement.


 


By
its signature below, the Transfer Agent hereby acknowledges and agrees that,
reflecting this Letter Agreement, it has placed an irrevocable stop transfer
instruction on all certificated Securities beneficially owned by the
undersigned and identified as such on the stock register maintained by the
Transfer Agent until the end of the Restriction Period.  Except, that Transfer Agent shall have no
liability under this Agreement in connection with any security that does not
contain a restrictive legend stating that the securities are subject to the
lock-up provisions of this Agreement. 
This Letter Agreement shall be binding on successors and assigns of the
undersigned with respect to the Securities and any such successor or assign
shall enter into a similar agreement for the benefit of the Purchasers.


 


***
SIGNATURE PAGE FOLLOWS***


 

















 


This Letter Agreement may be executed in two or more
counterparts, all of which when taken together may be considered one and the
same agreement.


 


 


	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Print
  Name

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Position
  in Company

  	
   

  



 


Address
for Notice:


 


 


 


Number
of shares of Common Stock


 


 


Number
of shares of Common Stock underlying subject to warrants, options, debentures
or other convertible securities


 


By
signing below, the Company agrees to enforce the restrictions on transfer set
forth in this Letter Agreement.


 


SOUTHWEST CASINO CORPORATION


 


	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


 


	
  Acknowledged and agreed to

  
	
  as of the date set forth above:

  
	
   

  
	
  [insert
  name of Transfer Agent]

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title: