EXHIBIT
10.2
LOCK-UP AGREEMENT
July __, 2005
Loewen, Ondaatje, McCutcheon Limited
Hazelton Lanes, East Tower
55 Avenue Road
Suite 2250
Toronto, Ontario M5R 3L2
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Re:
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Adsero Corp. – Lock up
Agreement
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Ladies and Gentlemen:
The undersigned understands that
Loewen, Ondaatje, McCutcheon Limited (the “Agent”) has
entered into an agency agreement dated as of July __, 2005 (the
“Agency Agreement”) with Adsero Corp. (the
“Corporation”) providing for a private placement (the
“Offering”) of Subscription Receipts of the
Corporation. Initially capitalized terms not otherwise defined
herein shall have the meaning given to them, respectively, in the
Agency Agreement.
In consideration of the benefit that
the Offering will confer upon the undersigned, and for other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the undersigned agrees that during the period
beginning from the date hereof and ending on the day that is 180
days following the date of the closing of the Offering (the
“Lock-Up Period”), the undersigned will not, directly
or indirectly, offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of any
shares of common stock of the Corporation (“Shares”) or
any financial instruments or securities convertible into,
exercisable or exchangeable for, or that represent the right to
receive Shares o
