LOCK-UP AGREEMENT
April 3, 1998
Boe & Company
0000 Xx. Xxxxxx XX.
Xxxxxx, XX 00000
Re: Summa Metals Corp.
Gentlemen:
The undersigned is the owner ("Record Owner") of 1,050,000 shares of the common
stock of Summa Metals Corp. (the "Company"), par value $.001 per share (the
"Shares"), which shares are evidenced by certificate Number(s) 000125. In
consideration of the Company's filing a Registration Statement on Form SB-2 with
the Securities and Exchange Commission, the undersigned hereby agrees with the
Company and Boe & Company (the "Underwriter") among the other things enumerated
below, not to sell the Shares or otherwise transfer the Shares except as
provided herein, until the expiration of the "lock-up" period described in Item
4, Below. The Undersigned further agrees that the restriction on the transfer of
the Shares relates to the certificate referenced above or the ownership of the
Shares by any transferee of the Shares who acquired same by operation of law. In
connection with the foregoing, the undersigned agrees as follows:
1. The Record Owner has full power and authority to enter into this Agreement
and to restrict the transferability and salability of the Shares, as
provided herein.
2. The Record Owner's compliance with the terms and conditions of this
Agreement will not conflict with any instrument or agreement pertaining to
such Shares, and will not conflict with, result in a breach of, or
constitute a default under any instrument to which the Record Owner is a
party.
3. The Record Owner owns the Shares free anmd clear of any and all liens and
encumbrances.
4. Neither the Record Owner nor the heirs, representatives, executors,
administrators, successors or assigns of the Record Holder, will offer,
sell, pledge or otherwise dispose of any of the Shares publicly without the
prior written consent of the Underwriter for a period of twelve months from
the effective date of the public offering of the Company's Shares.
5. The Record Owner agrees not to make any private transfer of the Shares
unless the transferee agrees in writing to be bound by the restrictions of
paragraph 4 hereof.
Sincerely,
/s/ Xxxxxxx Xxxxxxx
--------------------------
Xxxxxxx Xxxxxxx
