Exhibit 99
MicroSmart Devices, Inc.
0000 Xxxx Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Colonial Stock Transfer
00 Xxxxxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Re: Registration Agreement respecting certain shares of
common stock of MicroSmart Devices, Inc. a Nevada corporation
(the "Company"), and related instructions to Colonial
Stock Transfer ("TA")
Dear Ladies and Gentlemen:
In furtherance of compliance with the Securities Act of 1933, as
amended (the "Securities Act"), the General Rules and Regulations promulgated
thereunder by the United States Securities and Exchange Commission (the
"Commission") and the letter dated January 20, 2000, of Xxxxxxx X. Xxxxx, who
was the Chief of the Commission's Office of Small Business, that was addressed
to Xxx Worm, the Assistant Director of the OTC Compliance Unit of NASD (the
"Xxxxx letter"), the undersigned person agrees as follows:
(1) That the following stock certificate and the shares of common
stock of the Company represented thereby shall not be publicly
sold unless and until: (i) there is a Registration Statement
filed with the Commission covering this stock certificate and
the shares of common stock represented thereby, which has
become effective; or (ii) the Commission provides a "no
action" letter which indicates that registration prior to
resale of this stock certificate and the shares of common
stock represented thereby is not required under Section 5 of
the Securities Act as there is an available exemption for the
resale of these securities by the undersigned; or (iii) there
is a finding by a United States District Court having original
jurisdiction or a state court having concurrent jurisdiction
regarding the Securities Act, to the effect that this stock
certificate and the shares of common stock represented thereby
can be resold by the undersigned or successors without
registration under the Securities Act.
(2) The undersigned person agrees and does hereby advise MicroSmart
and TA that they are hereby authorized to place a restriction
on the stock certificate referred herein below on its
presentation, reflecting the terms and conditions of this
Registration Agreement, and that MicroSmart and TA shall make
appropriate notations in the transfer records maintained for
and on behalf of the Company to the effect that the following
stock certificate has "stop transfer" instructions until one
of the foregoing conditions has been met.
(3) The undersigned shall promptly courier to TA the following
stock certificate for the imprinting of an appropriate legend
reflecting this Registration Agreement. The stock certificate
subject to this Registration Agreement is as follows:
Stock Number of
Name and Address Certificate No. Shares
Xxxx X. Xxxxxxxxxx 2101 51,382
2110 142,927
Date: 12/9/2005 /s/Xxxx X. Xxxxxxxxxx
___________________ ____________________________________
Xxxx X. Xxxxxxxxxx
