Exhibit 10.1 -- Shareholder Agreement
Xxxxxx Xxxxxxxxx
0000 Xxxxxxxx Xxxx Xxx
Xxxxx Xxx Xxxxx, Xxxxxx 00000
July 18, 2006
DEZ, Inc.
0000 Xxxxxxxx Xxxx Xxx
Xxxxx Xxx Xxxxx, Xxxxxx 00000
Re: Shareholder Agreement with DEZ, Inc.
Gentlemen:
In consideration of the sale of the shares of Common Stock of DEZ, 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, $0.001 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, her 400,000 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.
Agreed and accepted this 18th day of July 2006.
THE HOLDER
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
President
