EXHIBIT 10.1
AGREEMENT between XXXXXXX X. XXXXXXXXX ("Primavera") AND
CAYUGA ACQUISITION CORPORATION (the "Company").
WHEREAS the Company is a development stage company that has
no specific business plan and intends to merge, acquire or otherwise
combine with an unidentified company (the "Business Combination");
WHEREAS Primavera is a shareholder of the Company and desires
that the Company locate a suitable target company for a Business
Combination;
WHEREAS the Company desires that Primavera assist it in
locating a suitable target company for a Business Combination;
NOW, THEREFORE, it is agreed:
1.00. ACTIONS BY PRIMAVERA. Primavera agrees to assist in:
1.01. The preparation and filing with the Securities and
Exchange Commission of a registration statement on Form 10-SB for
the common stock of the Company;
1.02. The location and review of potential target companies
for a business combination and the introduction of potential
candidates to the Company;
1.03. The preparation and filing with the Securities and
Exchange Commission of all required filings under the Securities
Exchange Act of 1934 until the Company enters into a business
combination;
2.00. PAYMENT OF THE COMPANY EXPENSES. Primavera agrees to
pay on behalf of the Company all corporate, organizational and other
costs incurred or accrued by the Company until effectiveness of a
business combination. Primavera understands and agrees that it will
not be reimbursed for any payments made by it on behalf of the Company.
3.00. INDEPENDENT CONSULTANT. Primavera is not now, and
shall not be, authorized to enter into any agreements, contracts or
understandings on behalf of the Company and Primavera is not, and
shall not be deemed to be, an agent of the Company.
4.00. USE OF OTHER CONSULTANTS. The Company understands
and agrees that Primavera intends to work with consultants, brokers,
bankers, or others to assist him in locating business entities
suitable for a business combination and that Primavera may share
with such consultants or others, in its sole discretion, all or any
portion of his stock in the Company and may make payments to such
consultants from his own resources for their services. The Company
shall have no responsibility for all or any portion of such payments.
5.00. PRIMAVERA EXPENSES. Primavera will bear his own
expenses incurred in regard to his actions under this agreement.
6.00. ARBITRATION. The parties hereby agree that any and
all claims (except only for requests for injunctive or other
equitable relief) whether existing now, in the past or in the future
as to which the parties or any affiliates may be adverse parties,
and whether arising out of this agreement or from any other cause,
will be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
7.00. COVENANT OF FURTHER ASSURANCES. The parties agree to
take any further actions and to execute any further documents which
may from time to time be necessary or appropriate to carry out the
purposes of this agreement.
8.00. EFFECTIVE DATE. The effective date of this agreement
is as of the 14th day of August, 2000.
IN WITNESS WHEREOF, the parties have approved and executed
this agreement.
PRIMAVERA
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
CAYUGA ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
President
EXHIBIT 10.2
XXXXXXX X. XXXXXXXXX
000 Xxxxxx Xxxx
Xxxxxxxxxx XX 00000
Cayuga Acquisition Corporation
000 Xxxxxx Xxxx
Xxxxxxxxxx XX 00000
Re: Shareholder Agreement with Cayuga Acquisition Corporation
Gentlemen:
In consideration of the sale of the shares of Common Stock of
Cayuga Acquisition Corporation (the "Company") to the undersigned
(the "Holder"), the Holder thereby represents, warrants, covenants
and agrees, for the benefit of the Company and any holders of record
(the "third party beneficiaries") of the Company's outstanding
securities, including the Company's Common Stock, $.001 par value
(the "Stock") at the date hereof and during the pendency of this
letter agreement, that the Holder will not transfer, sell, contract
to sell, devise, gift, assign, pledge, hypothecate, distribute or
grant any option to purchase or otherwise dispose of, directly or
indirectly, its shares of Stock of the Company owned beneficially or
otherwise by the Holder except in connection with or following
completion of a merger, acquisition or other transaction of or by
the Company meeting the definition of a business combination as
defined in the Company's registration statement on Form 10-SB or
otherwise complying with the purposes of the Company as set out in
the registration statement.
Any attempted sale, transfer or other disposition in
violation of this letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct
its transfer agent not to transfer such securities, (ii) may provide
a copy of this letter agreement to the Company's transfer agent for
the purpose of instructing the Company's transfer agent to place a
legend on the certificate(s) evidencing the securities subject
thereto and disclosing that any transfer, sale, contract for sale,
devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement, and (iii) may
issue stop-transfer instructions to its transfer agent for the
period contemplated by this letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its
agents, heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions
of this letter agreement in any instance shall be in writing and
shall be duly executed by the Company and the Holder and shall not
be deemed or construed to be a waiver of such term or condition for
the future, or of any subsequent breach thereof.
Agreed and accepted this 14th day of August, 2000.
THE HOLDER
By:
___________________________________
Xxxxxxx X. Xxxxxxxxx
