Exhibit 10.1 -- Shareholder Agreement
Xxxxxx Xxxxxxxxx, Xx.
0000 Xxxxxxxx Xxxx Xxx
Xxxxx Xxx Xxxxx, XX 00000
Xxxxxx XX, Inc.
0000 Xxxxxxxx Xxxx Xxx
Xxxxx Xxx Xxxxx, XX 00000
Re: Shareholder Agreement with Xxxxxx XX, Inc.
Gentlemen:
In consideration of the sale of the shares of Common Stock of
Xxxxxx XX, 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, his
430,000 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 3rd day of May 2004.
THE HOLDER
By: /s/ Xxxxxx Xxxxxxxxx, Xx.
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Xxxxxx Xxxxxxxxx, Xx.
President
