EXHIBIT 10.1
AGREEMENT between XXXXX XXXX ("Xxxx") AND
KAW ACQUISITION CORPORATION (the "Company").
WHEREAS the Company is a development stage company that has
no specific business plan and intends to merge, acquire or otherwise
combine with an unidentified company (the "Business Combination");
WHEREAS Xxxx is a shareholder of the Company and desires that
the Company locate a suitable target company for a Business
Combination;
WHEREAS the Company desires that Xxxx assist it in locating a
suitable target company for a Business Combination;
NOW, THEREFORE, it is agreed:
1.00. ACTIONS BY XXXX. Xxxx agrees to assist in:
1.01. The preparation and filing with the Securities and
Exchange Commission of a registration statement on Form 10-SB for
the common stock of the Company;
1.02. The location and review of potential target companies
for a business combination and the introduction of potential
candidates to the Company;
1.03. The preparation and filing with the Securities and
Exchange Commission of all required filings under the Securities
Exchange Act of 1934 until the Company enters into a business
combination;
2.00. PAYMENT OF THE COMPANY EXPENSES. Xxxx agrees to pay
on behalf of the Company all corporate, organizational and other
costs incurred or accrued by the Company until effectiveness of a
business combination. Xxxx understands and agrees that it will not
be reimbursed for any payments made by it on behalf of the Company.
3.00. INDEPENDENT CONSULTANT. Xxxx is not now, and shall
not be, authorized to enter into any agreements, contracts or
understandings on behalf of the Company and Xxxx is not, and shall
not be deemed to be, an agent of the Company.
4.00. USE OF OTHER CONSULTANTS. The Company understands
and agrees that Xxxx intends to work with consultants, brokers,
bankers, or others to assist him in locating business entities
suitable for a business combination and that Xxxx may share with
such consultants or others, in its sole discretion, all or any
portion of his stock in the Company and may make payments to such
consultants from his own resources for their services. The Company
shall have no responsibility for all or any portion of such payments.
5.00. XXXX EXPENSES. Xxxx will bear his own expenses
incurred in regard to his actions under this agreement.
6.00. ARBITRATION. The parties hereby agree that any and
all claims (except only for requests for injunctive or other
equitable relief) whether existing now, in the past or in the future
as to which the parties or any affiliates may be adverse parties,
and whether arising out of this agreement or from any other cause,
will be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
7.00. COVENANT OF FURTHER ASSURANCES. The parties agree to
take any further actions and to execute any further documents which
may from time to time be necessary or appropriate to carry out the
purposes of this agreement.
8.00. EFFECTIVE DATE. The effective date of this agreement
is as of the 29th day of June, 2000.
IN WITNESS WHEREOF, the parties have approved and executed
this agreement.
XXXX
/s/ Xxxxx X. Xxxx
Xxxxx Xxxx
KAW ACQUISITION CORPORATION
By: /s/ Xxxxx X. Xxxx
President
EXHIBIT 10.2
XXXXX XXXX
0000 Xxxxx Xxxx Xxxxxx
Xxxxxx Xxxxx XX 00000
Kaw Acquisition Corporation
0000 Xxxxx Xxxx Xxxxxx
Xxxxxx Xxxxx XX 00000
Re: Shareholder Agreement with Kaw Acquisition Corporation
Gentlemen:
In consideration of the sale of the shares of Common Stock of
Kaw Acquisition Corporation (the "Company") to the undersigned (the
"Holder"), the Holder thereby 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, $.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, 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
thereto 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 29th day of June, 2000.
THE HOLDER
By: /s/ Xxxxx X. Xxxx
Xxxxx Xxxx, Individually
