Exhibit 99.2
Public Securities, Inc.
000 X. Xxxxxxx Xx., Xxx. 000
Xxxxxxx, XX 00000
(Hereinafter "Public")
Widescope Resources Inc.
#000 - 000 Xxxxxxxxxxx Xxxxx
Xxxxx Xxxxxxxxx, XX X0X 0X0
(Hereinafter the "Company")
Re: Lock-Up of Shares of Common Stock
Ladies and Gentlemen:
The undersigned parties (referred to collectively herein as the
"Undersigned") are delivering this letter agreement (the "letter agreement") to
you in connection with and as a condition to the SEC Rule 15c2-11 filing by
Public for the Company's common shares (the "Filing").
The Undersigned currently hold 4,493,000 outstanding shares of Common Stock
of the Company. In connection with the Filing, Public has requested that the
Undersigned enter into a lock-up agreement with the Company and Public, by which
we agree not to transfer certain of our shares of Common Stock for specified
periods.
In consideration of the foregoing the Undersigned hereby:
(i) agrees that, without the prior written consent of the Company and
Public (which consent may be withheld in their sole discretion), the
Undersigned will not, directly or indirectly, prior to November 15, 2007
either privately sell, contract to sell or otherwise transfer (unless the
proposed transferee agrees to be bound by the restrictions on transfer
contained in this letter agreement), or publicly sell, contract to sell, or
otherwise transfer, all or any portion of 4,493,000 of the shares of Common
Stock which the Undersigned beneficially owns (the "12-Month Lock-up
Period");
(ii) agrees that, without the prior written consent of the Company,
and Public (which consent may be withheld in their sole discretion), the
Undersigned will not, directly or indirectly, during a period between
November 16, 2007 and November 15, 2008 either privately sell, contract to
sell or otherwise transfer (unless the proposed transferee agrees to be
bound by the restrictions on transfer contained in this letter agreement),
or publicly sell, contract to sell, or otherwise transfer during any
three-month period any number of shares that exceeds the greater of 1% of
the outstanding shares of the same class being sold, or, the greater of 1%
or the average reported weekly trading volume during the four weeks
preceding the filing a notice of the sale pursuant to the applicable
Canadian Securities Regulations; and
(iii) authorizes the Company during the 12-Month Lock-up Period to
cause the Company's transfer agent to place a legend on any certificates
representing, and to decline to transfer and to note stop transfer
restrictions on the transfer books and records of the Company with respect
to, the shares of Common Stock that are restricted from transfer by this
letter agreement.
The Undersigned represents and warrants that the Undersigned have full
power and authority to enter into the agreements set forth in this letter
agreement, and that, upon request, the Undersigned will execute any additional
documents necessary in connection with its enforcement. The Undersigned
understands that the Undersigned's obligations set forth in this letter
agreement are irrevocable on the part of the Undersigned and shall survive the
Undersigned's death or incapacity. Any obligations of the Undersigned created by
this letter agreement shall be binding upon the heirs, devisees, personal
representatives, successors and assigns of the Undersigned. The Undersigned
further understands that the NASD's acceptance of the Filing is subject to a
number of conditions and may not ever occur, and as a consequence, this letter
agreement shall expire on the last to occur of (x) January 31, 2007 or (y) the
abandonment of the Filing by Public, in the event that the Filing is not
accepted by the NASD on or before such later date.
Very truly yours,
Dated: 11-15-2006 Number of shares: 1,483,000
------------------------------
Xxxxxx X. Xxxx
Dated: 11-15-2006 Per: Number of shares: 430,000
------------------------------
Arizona Outdoor Specialists Inc
Dated: 11-15-2006 Per: Number of shares: 430,000
------------------------------
Singer Associates Holdings Ltd.
[formerly - Breld Holdings Ltd.]
Dated: 11-15-2006 Per: Number of shares: 430,000
------------------------------
BWN Oil Technologies Inc.
Dated: 11-15-2006 Per: Number of shares: 430,000
------------------------------
Dockside Capital Group Inc.
[formerly - Enterprise Developments Inc.]
Dated: 11-15-2006 Per: Number of shares: 430,000
------------------------------
Good Times Enterprises Inc.
Dated: 11-15-2006 Per: Number of shares: 430,000
------------------------------
Specialty Holdings Inc.
Dated: 11-15-2006 Per: Number of shares: 430,000
------------------------------
Wheels n Gear Inc.
