September 7, 2000
G-Cats Acquisition Corporation
0000 X. 0xx Xxxxxx
Xxxxxxxx, X. X. 00000
Re: Shareholder Agreement with G-Cats Acquisition Corporation
Gentlemen:
In consideration of the sale of the shares of Common Stock of G-Cats
Acquisition Corporation (the "Company") to the undersigned (the "Holders"), the
Holders hereby represent, 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 Holders 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 Holders 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 Holders, 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 7th day of September, 2000.
THE HOLDER
By: _____________________________
President
