EXHIBIT 10.2
Waywood Investment Ltd.
000 Xxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
March 8, 2002
Ridgefield Industries Corp.
000 Xxxxxxxx Xxxxx
Xxxxxx, Xxx Xxxxxx 00000
Re: Shareholder Agreement with Ridgefield Industries Corp.
Gentlemen:
In consideration of the sale of the shares of Common Stock of
Ridgefield Industries 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 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 8th day of March 2002.
THE HOLDER
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, President
