U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 8-K

 

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

March 11, 2019

 

 

NOBLE VICI GROUP, INC.

(Exact name of small business issuer as specified in its charter)

 

Delaware   000-54761   42-1772663

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer ID No.)

 

1 Raffles Place, #33-02

One Raffles Place Tower One

Singapore 048616

 (Address of principal executive offices)

 

+65 6491 7998

(Issuer's Telephone Number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

     

 

 

Item 8.01 Other Events

 

On March 11, 2019, our Board of Directors, approved the issuance of up to an aggregate of Fifteen Million (15,000,000) shares of our common stock, par value $0.0001, representing approximately 8.4% of our issued and outstanding common stock (collectively, the “Shares”), at a per share price of Two Dollars (US $2.00), to about 700 sales associates for prior sales and marketing services provided to us and our subsidiaries and affiliates. As a condition of receipt of such securities, each recipient was required to execute one of two standard forms of Stockholder Representation Letters, which contained, among other things, restrictions prohibiting the transfer of such securities for a minimum period of 18 months up to a maximum period of 66 months after the execution of such letter. For ease of administration, the recipients appointed Venvici Partners Limited (“VVP”) as nominee to hold, manage, administer and effectuate the distribution of the Shares upon the expiration of the applicable restricted periods. For so long as VVP is the stockholder of record of the Shares, VVP shall serve as the attorney in fact to vote such Shares 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.

 

The securities will be issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder. The foregoing description of the Stockholder Representation Letters and the appointment of VVP as trustee and attorney in fact are qualified in its entirety by reference to such agreements which are filed as Exhibits 10.1 and 10.2 to this Current Report and are incorporated herein by reference.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d). Exhibits.

 

Number   Exhibit
     
10.1   Forms of Stockholder Representation Letters
10.2   Trustee Letter

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  NOBLE VICI GROUP, INC.
  (Registrant)
     
Dated:  March 11, 2019 By:     /s/ Eldee Tang
   

Eldee Tang

Chief Executive Officer

 

 

 

 

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:

 

Date of Sale Amount of Shares Entitled to Sell
After 18 month anniversary of Effective Date 20% of Shares
After 30 month anniversary of Effective Date 20% of Shares
After 42 month anniversary of Effective Date 20% of Shares
After 54 month anniversary of Effective Date 20% of Shares
After 66 month anniversary of Effective Date 20% of Shares
TOTAL 100% of 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 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:

 

Date of Termination Amount of Shares to Return
On or before 18 month anniversary of Effective Date 100% of Shares
After 18 month and on or before 30 month anniversary of Effective Date 80% of Shares
After 30 month and on or before 42 month anniversary of Effective Date 60% of Shares
After 42 month and on or before 54 month anniversary of Effective Date 40% of Shares
After 54 month and on or before 66 month anniversary of Effective Date 20% of Shares
After 66 month anniversary of Effective Date Nil

 

 

 

  1  

 

 

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.

 

 

 

  2  

 

 

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.

 

 

 

  3  

 

 

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.

 

  Very truly yours,
   
   
   
  ______________________________
  Name:
   
   
  Address:
   
   
   
   
  ______________________________
  Country of Citizenship
   
   
   
  _______________________________
  Government ID number
   
   
  [copy of photo identification card attached]

 

 

 

 

  4  

 

 

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.

 

 

 

  5  

 

 

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.

 

 

 

  6  

 

 

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.

 

  Very truly yours,
   
   
   
  ______________________________
  Name:
   
   
  Address:
   
   
   
   
  ______________________________
  Country of Citizenship
   
   
   
  _______________________________
  Government ID number
  [copy of photo identification card attached]

 

 

 

  7  

Exhibit 10.2

 

 

 

Date: March 11, 2019

 

Leow Yoon Liang
Director

Venvici Partners Limited

45 Ubi Crescent

Singapore 408590

 

Dear Mr Leow,

 

Re: Appointment of Venvici Partners Limited As Trustee and Nominee For Share Issuance

 

Noble Vici Group, Inc. (the “Corporation”) will be issuing an aggregate total of up to Fifteen Million (15,000,000) shares of common stock of the Corporation (“Shares”), at a per share price of Two Dollars (US $2.00) to all eligible members of the Sales Team (“Members”).

 

Venvici Partners Limited (“VVP”) is hereby appointed to serve as the trustee and nominee to hold, administer and distribute the Shares on behalf of and, as applicable, to the Members. Specifically, in its capacity as nominee and trustee, VVP shall:

 

· Hold the Shares in its name in trust for and on behalf of the Members;
· Administer and retain beneficial ownership records of the Shares;
· Distribute, upon a Member’s request and receipt of all relevant and proper documentation, the Shares to such Member or its designee(s) (“Distribution”), which Distribution shall be made through VVP’s appointed Brokerage firm (“Broker”); and
· Vote the Shares at its discretion at any annual, special or other meeting of the stockholders of the Corporation, 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 Corporation.

 

The Corporation shall provide to VVP Shareholder Representation Letters of all Members and any other documents as the Corporation may deem necessary or desirable to assist VVP in fulfilling its obligations as trustee and nominee hereunder.

 

Thank you.

 

 

Yours Sincerely,

 

 

/s/ Eldee Tang  
Eldee Tang  
Chief Executive Officer & Director  
Noble Vici Grpu, Inc.  
   

 

 

------------------------------------------------------------------

Acceptance of Appointment

 

I, Leow Yoon Liang, director and representative of Noble Infotech Limited, accept the appointment set forth above.

 

Dated this 11th day, March 2019

 

 

/s/ Leow Yoon Liang

Leow Yoon Liang

 

 

1 Raffles Place, #33-02, One Raffles Place Tower One, Singapore 048616