Exhibit 10.2
NEWFIELD CAPITAL, INC.
00 Xxx Xxx Xxxx, Xxxxxx, XX 00000
Xxxxxxxx Acquisition Corp.
00 Xxx Xxx Xxxx
Xxxxxx, XX 00000
Re: Shareholder Agreement with Xxxxxxxx Acquisition Corp.
Gentlemen:
In consideration of the sale of the shares of Common Stock of
Xxxxxxxx Acquisition Corp. (the "Company") to the undersigned (the
"Holder"), the Holder hereby 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, $.0001 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 hereto 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.
Xxxxxx and accepted this 15th day of January 2002.
THE HOLDER
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, President
