EXHIBIT 10.2
Xxxxxx Capital Partners, Inc.
000 Xxxx Xxxxxx
Xxxxx 0000, 00xx Xxxxx
Xxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
eMail: xxxx@xxxxxxxxxxxxx.xxx
June 15, 2001
Dair Ventures, Inc.
000 Xxxx Xxxxxx
Xxxxx 0000, 00xx Xxxxx
Xxxxx Xxxxx, XX 00000
Re: Shareholder Agreement with
Dair Ventures, Inc.
Gentlemen:
In consideration of the sale of the shares of Common Stock of
Dair Ventures, Inc. (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 defination 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 certificates(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 must be in writing and must
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 May, 2001.
THE HOLDER
By: /s/ Xxxx X. Xxxxxx
------------------------
Xxxx X. Xxxxxx
President
