EXHIBIT 10.2
GGM CAPITAL CORPORATION
00 XxXxxxxxx Xxxxx
Xxx Xxxxx, Xxx Xxxx
Starlite Acquisition Corporation
00 XxXxxxxxx Xxxxx
Xxx Xxxxx, Xxx Xxxx 00000
Re: Shareholder Agreement with Starlite Acquisition Corporation
Gentlemen:
In consideration of the sale of the shares of Common Stock of Starlite
Acquisition Corporation (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.
1
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 16th day of February, 2001.
THE HOLDER
By: _____________________________
President
