NEWFIELD CAPITAL, INC.
00 Xxx Xxx Xxxx, Xxxxxx, XX 00000
Newfield Acquisition Corp.
00 Xxx Xxx Xxxx
Xxxxxx, XX 00000
Re: Shareholder Agreement with Newfield Acquisition Corp.
Gentlemen:
In consideration of the sale of the shares of Common Stock of
Newfield 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: ------------------------
President
