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EXHIBIT 10.1.21
XXXXXX XXXXXX
0000 Xxxxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx 00000
April 14, 1998
Dear Xx. Xxxxxxx:
In consideration of $10.00 and other good and valuable consideration paid by me,
this letter will confirm the agreement between us as follows:
1. You warrant and represent that you are the sole and exclusive owner of
800,000 shares of the stock of Newriders, Inc., a Nevada corporation, or
that these shares are jointly owned and in that case the consent of the
joint owner has been obtained.
2. You warrant and represent that this stock is free and clear of all
claims, liens or encumbrances.
3. You agree not to sell or otherwise encumber this stock from the date
hereof until May 29, 2000 (the Standstill Period), or to take any other
action during the Standstill Period inconsistent with the irrevocable
proxy granted below.
4. During the Standstill Period, you hereby grant to me an irrevocable
proxy to vote the said stock in any manner I see fit, in any situation
where a shareholder's vote is requested or required, and you will
promptly execute any formal proxy the Secretary of Newriders, Inc. may
require, if any, as a precondition to my exercising the right to vote
these shares.
5. If, during the Standstill Period, economic circumstances arise where it
becomes imperative that you raise money and, except for this agreement,
you would wish to sell or otherwise dispose of said stock, I will
discuss in good faith with you the purchase of all, or a portion of the
stock covered by this agreement, or some other mutually acceptable means
of resolving your financial problem, it being understood that I have no
binding legal commitment to do either at this point.
6. This agreement shall become effective on May 29, 1998, or on the date on
which the transaction contemplated by the Letter of Intent dated
February 26, 1998, to which Newriders, Inc. is a party closes, whichever
is later.
If the foregoing correctly reflects your understanding, kindly sign the
duplicate of this letter agreement and return it to me.
Very truly yours,
/s/ XXXXXX XXXXXX
Xxxxxx Xxxxxx
Accepted and agreed to this 19th day of April, 1998
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By: /s/ XXXXXXX X. XXXXXXX
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Owner
By:
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