Exhibit 10.1
Stockholder Representation Letter
Date: _________, 2019
Noble Vici Group, Inc., a Delaware corporation
(the “Company”), desires to issue to me up to _______ shares of restricted common stock of the Company (the “Shares”),
as consideration for certain sales and marketing services previously provided to the Company. As a condition of receipt of the
Shares, I am required to make the representations, warranties and agreements contained in this Stockholder Representation Letter
(this “Letter”). I acknowledge and agree that the Company and its agents are relying on the truth, accuracy and completeness
of my representations and warranties herein as a precondition to the offer of the Shares to me without having first registered
the Shares under the Securities Act of 1933, as amended (the “Securities Act”). All representations, warranties and
covenants contained in this Letter shall survive the execution and delivery of this Letter and the consummation of the transactions
contemplated hereunder
1.
On or prior to 2019, I provided services to the Company, including sales and marketing services. I acknowledge and agree that I
am receiving the Shares in consideration for such services provided.
2.
I am a natural person, have reached the age of 21 and have full power and authority to execute and deliver this Letter and all
other related agreements or certificates and to carry out the provisions hereof and thereof. I am a citizen of the country set
forth below my signature.
3.
I agree that, without the prior written consent of the Company and only in accordance with the terms of this Letter, I will not
during the period commencing on the date first set forth above (the “Effective Date”) and ending on the
66
month
anniversary thereof (i) offer, pledge, gift, donate, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly, any Shares, or (ii) enter into any swap, option (including, without limitation, put or call options), short sale,
future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Shares, whether any such transaction is to be settled by delivery of shares of the Company’s Common Stock or such
other securities, in cash or otherwise. On the
18
-month anniversary of the Effective Date and subject to me providing the
Corporation all normal and customary information and documents, I will be entitled to sell, at my expense, the Shares (on a cumulative
basis) as follows:
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Date of Sale
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Amount of Shares Entitled to Sell
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After 18 month anniversary of Effective Date
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20% of Shares
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After 30 month anniversary of Effective Date
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20% of Shares
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After 42 month anniversary of Effective Date
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20% of Shares
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After 54 month anniversary of Effective Date
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20% of Shares
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After 66 month anniversary of Effective Date
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20% of Shares
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TOTAL
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100% of Shares
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I further acknowledge and agree that
I shall have no right at any time to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise
dispose of or encumber the Shares (except by will or by the laws of descent and distribution),
unless
the Company shall
first have been provided with an opinion of counsel acceptable to the Company that such sale or transfer is exempt from such registration
under the Securities Act and any applicable state securities laws. I consent to the placement of one or more restrictive legends
on the certificate(s) representing the Shares evidencing such restrictions. I acknowledge and agree that the Company: (i) may impose
stop transfer instructions with respect to the Shares to enforce the restrictions set forth herein; and (ii) shall not register
the transfer (by book-entry or otherwise) of any certificate representing any of the Shares unless such transfer is made pursuant
to and in compliance with the terms and conditions of this Agreement.
4.
I agree that, if I terminate my service to the Company after the Shares are issued to me, I will return my Shares held by me to
the Company as follows:
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Date of Termination
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Amount of Shares to Return
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On or before 18 month anniversary of Effective Date
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100% of Shares
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After 18 month and on or before 30 month anniversary of Effective Date
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80% of Shares
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After 30 month and on or before 42 month anniversary of Effective Date
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60% of Shares
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After 42 month and on or before 54 month anniversary of Effective Date
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40% of Shares
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After 54 month and on or before 66 month anniversary of Effective Date
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20% of Shares
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After 66 month anniversary of Effective Date
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Nil
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5.
I hereby agree and acknowledge that for ease of administration, the Shares shall initially be issued to Venvici Partners Limited,
which has been appointed by the Company to serve as the trustee and nominee to hold, administer and distribute the Shares on my
behalf. I shall be entitled to receive such portion of the Shares as I have become entitled to sell pursuant to Section 3 of this
Letter; provided, that I submit to the trustee a written request regarding the same and all relevant and proper documentation as
may be requested by the trustee. I further hereby authorize delivery of the newly issued certificate(s) representing the Shares
to c/o Noble Vici Private Limited, 45 Ubi Crescent, Singapore 408590, Singapore.
6.
I hereby appoint the Trustee as my sole and exclusive true and lawful proxy and attorney-in-fact, with full power of substitution,
to vote and exercise all voting and related rights with respect to all of the Shares (and any and all securities issued or issuable
in respect thereof), for and in the name, place and stead of me, at the Trustee’s sole discretion, at any annual, special
or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent
in lieu of a meeting or otherwise, with respect to any matter that may be submitted for a vote of stockholders of the Company.
All power and authority hereby conferred is coupled with an interest and is irrevocable. This proxy and power of attorney shall
continue for so long as the Trustee is the stockholder of record of the Shares and shall terminate solely respect to Shares that
have been actually issued to me or my designees. I hereby agree to indemnify and hold harmless the Trustee against any claims,
actions or proceedings made or that may be made against the Trustee and against any damages, costs and expenses that the trustee
may incur in connection with this proxy and power or attorney.
Regulation S Representations and Warranties
7.
I am not a U.S. Person, as such term is defined in Regulation S. The term “U.S. Person” as defined in Regulation S
means: (s) any natural person resident in the United States; (t) any partnership or corporation organized or incorporated
under the laws of the United States; (u) any estate of which any executor or administrator is a U.S. Person; (v) any
trust of which any trustee is a U.S. Person; (w) any agency or branch of a foreign entity located in the United States; (x) any
non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
or account of a U.S. Person; (y) any discretionary account or similar account (other than an estate or trust) held by a dealer
or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (z) any partnership or
corporation if: (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. Person principally
for the purpose of investing in securities not registered under the Securities Act unless it is organized or incorporated, and
owned by, accredited investors (as defined in Rule 501(a) under the Securities Act) that are not natural persons, estates
or trusts.
8.
No offer or sale of the Shares was made to me in the United States.
9.
I am not purchasing the Shares for the account or on behalf of any U.S. Person. I have not made any pre-arrangement to transfer
the Shares to a U.S. Person or to return the Shares to the United States securities markets (which includes short sales and hedging
transactions in the United States within the periods restricted under Regulation S (the “
Restricted Periods
”)
to be covered by delivery of Shares) and the purchase of the Shares by me is not a transaction (or part of a series of transactions)
that is part of any plan or scheme to evade the registration provisions of the Securities Act.
10. I
acknowledge and understand that all offers and sales of the Shares by me in the United States or to U.S. Persons or otherwise,
whether prior to the expiration or after the expiration of the Restricted Periods, shall be made only pursuant to a registration
of the Shares under the Securities Act or an exemption from registration requirements of the Securities Act. I also acknowledge
and understand that the Company will, in order to approve removal of the restrictive legend from certificates evidencing the Shares,
require from me (i) certain written representations to indicate that the sale of the Shares was made in a transaction that
complies with the provisions of Regulation S, pursuant to a registration of the Shares under the Securities Act or pursuant to
an exemption from the registration requirements of the Securities Act and (ii) require a legal opinion that removal of the
legend is appropriate.
11. I
have not engaged in any “directed selling efforts” (as defined in Regulation S) in the United States regarding the
Shares, or in any act intended to or that reasonably might have the effect of preconditioning the U.S. market for the resale of
the Shares.
12. I
am not a “distributor” as defined in Regulation S. I acknowledge, understand and agree that, if I should be deemed
to be a distributor prior to reselling the Shares to a non-U.S. Person during the Restricted Periods, I will send a notice to each
new subscriber of the Shares that such new subscriber is subject to the restrictions of Regulation S during the Restricted Periods.
13. I
am not an officer, director or “affiliate” (as that term is defined in Rule 405 under the Securities Act) of the Company
or an “underwriter” or “dealer” (as such terms are defined in the federal securities laws of the United
States). I understand and agree that, if I become an affiliate of the Company at any time after acquiring the Shares, every sale
made by me thereafter must be made in compliance with the provisions of Rule 144 of the Securities Act (“
Rule 144
”),
including the filing of Form 144 with the U.S. Securities and Exchange Commission at the time of the sale, as required under Rule
144. I understand and agree that the provisions of Rule 144, if at any time applicable to me, are separate and apart from, and
independent of, any restrictions imposed by Regulation S and will apply even after the expiration of the Restricted Periods;
14. I
do not have a short position in, or other hedged position with respect to, the Shares or the shares of Common Stock of the Company
and will not have a short position in, or other hedged position with respect to, such securities at any time prior to the expiration
of the Restricted Periods.
15. If
at any time after the expiration of the Restricted Periods I wish to transfer or attempt to transfer the Shares to a U.S. Person,
I agree to notify the Company if at such time I am an “affiliate” of the Company or am then acting as an “underwriter,”
“dealer” or “distributor” as to such Shares (as such terms are defined in the federal securities laws of
the United States or the regulations promulgated thereunder, including, but not limited to, Regulation S), or if such transfer
is being made as part of a plan or scheme to evade the registration provisions of the Securities Act.
General Representations and Warranties
16. The
execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or
controlling document to which I am a party or by which I am bound.
17. I
am acquiring the Shares for investment purposes only, for my own account, and not with a view to, or for resale in connection with,
any distribution thereof within the meaning of the Securities Act.
18. I
have adequate means for providing for my current financial needs and anticipated future needs and possible contingencies and emergencies
and have no need for liquidity in the investment in the Shares.
19. I
have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of my
investment.
20. I
have not acquired the Shares as a result of any form of general solicitation or general advertising, including advertisements,
articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television,
or any seminar or, meeting whose attendees have been invited by general solicitation or general advertising.
21. I
understand that no public market now exists for any of the securities issued by the Company and that it is unlikely that a public
market will ever exist for the Shares.
22. I
understand, acknowledge and agree (i) that the Shares have not been registered under (and that the Company has no present intention
to register the Shares under) the Securities Act or applicable state securities law and that the offering of such Shares is being
made in reliance on the exemption from the registration requirements provided by Section 4(2) of the Securities Act and the
regulations promulgated thereby and analogous provisions of certain state securities laws or in accordance with Regulation S under
the Securities Act (“
Regulation S
”), and (ii) that such Shares may not be sold or otherwise transferred by me
unless the Shares have been registered under the Securities Act and applicable state securities laws or are sold or transferred
in a transaction exempt therefrom.
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Very truly yours,
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______________________________
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Name:
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Address:
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______________________________
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Country of Citizenship
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_______________________________
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Government ID number
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[copy of photo identification card attached]
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Stockholder Representation Letter
Date: _________, 2019
Noble Vici Group, Inc., a Delaware corporation
(the “Company”), desires to issue to me up to _______ shares of restricted common stock of the Company (the “Shares”),
as consideration for certain sales and marketing services previously provided to the Company. As a condition of receipt of the
Shares, I am required to make the representations, warranties and agreements contained in this Stockholder Representation Letter
(this “Letter”). I acknowledge and agree that the Company and its agents are relying on the truth, accuracy and completeness
of my representations and warranties herein as a precondition to the offer of the Shares to me without having first registered
the Shares under the Securities Act of 1933, as amended (the “Securities Act”). All representations, warranties and
covenants contained in this Letter shall survive the execution and delivery of this Letter and the consummation of the transactions
contemplated hereunder
1.
On or prior to 2019, I provided services to the Company, including sales and marketing services. I acknowledge and agree that I
am receiving the Shares in consideration for such services provided.
2.
I am a natural person, have reached the age of 21 and have full power and authority to execute and deliver this Letter and all
other related agreements or certificates and to carry out the provisions hereof and thereof. I am a citizen of the country set
forth below my signature.
3.
I agree that, without the prior written consent of the Company and only in accordance with the terms of this Letter, I will not
during the period commencing on the date first set forth above (the “Effective Date”) and ending on the
18
month
anniversary thereof (i) offer, pledge, gift, donate, sell, contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly, any Shares, or (ii) enter into any swap, option (including, without limitation, put or call options), short sale,
future, forward or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Shares, whether any such transaction is to be settled by delivery of shares of the Company’s Common Stock or such
other securities, in cash or otherwise. On the
18
-month anniversary of the Effective Date and subject to me providing the
Corporation all normal and customary information and documents, I will be entitled to sell, at my expense, the Shares.
I further acknowledge and agree that
I shall have no right at any time to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise
dispose of or encumber the Shares (except by will or by the laws of descent and distribution),
unless
the Company shall
first have been provided with an opinion of counsel acceptable to the Company that such sale or transfer is exempt from such registration
under the Securities Act and any applicable state securities laws. I consent to the placement of one or more restrictive legends
on the certificate(s) representing the Shares evidencing such restrictions. I acknowledge and agree that the Company: (i) may impose
stop transfer instructions with respect to the Shares to enforce the restrictions set forth herein; and (ii) shall not register
the transfer (by book-entry or otherwise) of any certificate representing any of the Shares unless such transfer is made pursuant
to and in compliance with the terms and conditions of this Agreement.
4.
I hereby agree and acknowledge that for ease of administration, the Shares shall initially be issued to Venvici Partners Limited,
which has been appointed by the Company to serve as the trustee and nominee to hold, administer and distribute the Shares on my
behalf. I shall be entitled to receive the Shares only when I have become entitled to sell them pursuant to Section 3 of this Letter;
provided, that I submit to the trustee a written request regarding the same and all relevant and proper documentation as may be
requested by the trustee. I further hereby authorize delivery of the newly issued certificate(s) representing the Shares to c/o
Noble Vici Private Limited, 45 Ubi Crescent, Singapore 408590, Singapore.
5.
I hereby appoint the Trustee as my sole and exclusive true and lawful proxy and attorney-in-fact, with full power of substitution,
to vote and exercise all voting and related rights with respect to all of the Shares (and any and all securities issued or issuable
in respect thereof), for and in the name, place and stead of me, at the Trustee’s sole discretion, at any annual, special
or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent
in lieu of a meeting or otherwise, with respect to any matter that may be submitted for a vote of stockholders of the Company.
All power and authority hereby conferred is coupled with an interest and is irrevocable. This proxy and power of attorney shall
continue for so long as the Trustee is the stockholder of record of the Shares and shall terminate solely respect to Shares that
have been actually issued to me or my designees. I hereby agree to indemnify and hold harmless the Trustee against any claims,
actions or proceedings made or that may be made against the Trustee and against any damages, costs and expenses that the trustee
may incur in connection with this proxy and power or attorney.
Regulation S Representations
and Warranties
6.
I am not a U.S. Person, as such term is defined in Regulation S. The term “U.S. Person” as defined in Regulation S
means: (s) any natural person resident in the United States; (t) any partnership or corporation organized or incorporated
under the laws of the United States; (u) any estate of which any executor or administrator is a U.S. Person; (v) any
trust of which any trustee is a U.S. Person; (w) any agency or branch of a foreign entity located in the United States; (x) any
non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
or account of a U.S. Person; (y) any discretionary account or similar account (other than an estate or trust) held by a dealer
or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (z) any partnership or
corporation if: (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. Person principally
for the purpose of investing in securities not registered under the Securities Act unless it is organized or incorporated, and
owned by, accredited investors (as defined in Rule 501(a) under the Securities Act) that are not natural persons, estates
or trusts.
7.
No offer or sale of the Shares was made to me in the United States.
8.
I am not purchasing the Shares for the account or on behalf of any U.S. Person. I have not made any pre-arrangement to transfer
the Shares to a U.S. Person or to return the Shares to the United States securities markets (which includes short sales and hedging
transactions in the United States within the periods restricted under Regulation S (the “
Restricted Periods
”)
to be covered by delivery of Shares) and the purchase of the Shares by me is not a transaction (or part of a series of transactions)
that is part of any plan or scheme to evade the registration provisions of the Securities Act.
9.
I acknowledge and understand that all offers and sales of the Shares by me in the United States or to U.S. Persons or otherwise,
whether prior to the expiration or after the expiration of the Restricted Periods, shall be made only pursuant to a registration
of the Shares under the Securities Act or an exemption from registration requirements of the Securities Act. I also acknowledge
and understand that the Company will, in order to approve removal of the restrictive legend from certificates evidencing the Shares,
require from me (i) certain written representations to indicate that the sale of the Shares was made in a transaction that
complies with the provisions of Regulation S, pursuant to a registration of the Shares under the Securities Act or pursuant to
an exemption from the registration requirements of the Securities Act and (ii) require a legal opinion that removal of the
legend is appropriate.
10. I
have not engaged in any “directed selling efforts” (as defined in Regulation S) in the United States regarding the
Shares, or in any act intended to or that reasonably might have the effect of preconditioning the U.S. market for the resale of
the Shares.
11. I
am not a “distributor” as defined in Regulation S. I acknowledge, understand and agree that, if I should be deemed
to be a distributor prior to reselling the Shares to a non-U.S. Person during the Restricted Periods, I will send a notice to each
new subscriber of the Shares that such new subscriber is subject to the restrictions of Regulation S during the Restricted Periods.
12. I
am not an officer, director or “affiliate” (as that term is defined in Rule 405 under the Securities Act) of the Company
or an “underwriter” or “dealer” (as such terms are defined in the federal securities laws of the United
States). I understand and agree that, if I become an affiliate of the Company at any time after acquiring the Shares, every sale
made by me thereafter must be made in compliance with the provisions of Rule 144 of the Securities Act (“
Rule 144
”),
including the filing of Form 144 with the U.S. Securities and Exchange Commission at the time of the sale, as required under Rule
144. I understand and agree that the provisions of Rule 144, if at any time applicable to me, are separate and apart from, and
independent of, any restrictions imposed by Regulation S and will apply even after the expiration of the Restricted Periods;
13. I
do not have a short position in, or other hedged position with respect to, the Shares or the shares of Common Stock of the Company
and will not have a short position in, or other hedged position with respect to, such securities at any time prior to the expiration
of the Restricted Periods.
14. If
at any time after the expiration of the Restricted Periods I wish to transfer or attempt to transfer the Shares to a U.S. Person,
I agree to notify the Company if at such time I am an “affiliate” of the Company or am then acting as an “underwriter,”
“dealer” or “distributor” as to such Shares (as such terms are defined in the federal securities laws of
the United States or the regulations promulgated thereunder, including, but not limited to, Regulation S), or if such transfer
is being made as part of a plan or scheme to evade the registration provisions of the Securities Act.
General Representations and
Warranties
15. The
execution and delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or
controlling document to which I am a party or by which I am bound.
16. I
am acquiring the Shares for investment purposes only, for my own account, and not with a view to, or for resale in connection with,
any distribution thereof within the meaning of the Securities Act.
17. I
have adequate means for providing for my current financial needs and anticipated future needs and possible contingencies and emergencies
and have no need for liquidity in the investment in the Shares.
18. I
have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of my
investment.
19. I
have not acquired the Shares as a result of any form of general solicitation or general advertising, including advertisements,
articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television,
or any seminar or, meeting whose attendees have been invited by general solicitation or general advertising.
20. I
understand that no public market now exists for any of the securities issued by the Company and that it is unlikely that a public
market will ever exist for the Shares.
21. I
understand, acknowledge and agree (i) that the Shares have not been registered under (and that the Company has no present intention
to register the Shares under) the Securities Act or applicable state securities law and that the offering of such Shares is being
made in reliance on the exemption from the registration requirements provided by Section 4(2) of the Securities Act and the
regulations promulgated thereby and analogous provisions of certain state securities laws or in accordance with Regulation S under
the Securities Act (“
Regulation S
”), and (ii) that such Shares may not be sold or otherwise transferred by
me unless the Shares have been registered under the Securities Act and applicable state securities laws or are sold or transferred
in a transaction exempt therefrom.
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Very truly yours,
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______________________________
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Name:
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Address:
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______________________________
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Country of Citizenship
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_______________________________
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Government ID number
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[copy of photo identification card attached]
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