Exhibit 10.11
INVESTMENT REPRESENTATION LETTER
[DATE]
Crest View Inc.
x000 X. Xxxxxxx Xxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxx 00000
Gentlemen:
This letter is furnished to Crest View, Inc., a Nevada corporation (the
"Company"), in connection with the issuance to the undersigned of ________
shares of Common Stock, $.001 par value, of the Company (the "Shares"). These
Shares have been sold, assigned and transferred to the undersigned by {NAME OF
SELLER, ASSIGNOR AND TRANSFEROR] at a cost of $.001 per share. The Company is
relying upon the representations, acknowledgements and agreements herein in
permitting transfer of the Shares.
The undersigned hereby represents to the Company that the Shares are being
acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, any distribution thereof within the
meaning of the Securities Act of 1933, as amended ("1933 Act").
The undersigned acknowledges that the Shares have not been registered under
the 1933 Act, that the Shares were issued to the undersigned pursuant to the
exemption provided by Section 4(2) of the 1933 Act for transactions by an issuer
not involving any public offering and/or Rule 504 under Regulation D of the l933
Act and therefore the Shares must be held indefinitely unless they are
subsequently registered or an exemption permitting resale is available.
The undersigned acknowledges that the Shares are "restricted securities"
within the meaning of Rule 144 under the 1933 Act, which permits routine trading
transactions involving "restricted securities" if the securities have been held
by the seller for at least one year and if certain other requirements are met,
among which is that only a limited amount of securities may be sold in any
three-month period in reliance on Rule 144, unless Rule 144(k) applies at the
time of sale.
The undersigned agrees not to offer, sell, transfer or otherwise dispose of
the Shares, or any of them, without first having presented to the Company a
written opinion of counsel satisfactory to the Company indicating that the
proposed transfer will not be in violation of the 1933 Act or the rules and
regulations promulgated thereunder. The undersigned agrees that a legend to this
effect may be placed on the certificate(s) representing the Shares, or any
substitutes therefor, and the undersigned hereby authorizes the Company to
instruct its transfer agent for the Shares to enter a "stop transfer" order with
respect to the Shares.
The undersigned is familiar with the financial condition and prospects of
the Company's business and has had ample opportunity to discuss with its
officers the current corporate activities of the Company. The undersigned
represents that he has sufficient knowledge and experience in financial and
business matters to be capable of evaluating the risks and merits of the
investment and believes that the Shares are securities of the kind that the
undersigned wishes to purchase and hold for investment, and that the nature of
the Shares is consistent with the undersigned's investment program.
The undersigned agrees to indemnify the Company against any and all
liabilities, losses, costs, damages, fees (including attorneys' fees) and other
expenses which the Company may sustain or incur in consequence of a sale of the
Shares by the undersigned in violation of the 1933 Act or any rules or
regulations promulgated thereunder or in violation of any other law or rule.
Very truly yours,
By:
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TO BE COMPLETED BY PURCHASER
The undersigned is a (check one):
Natural Person
_____
Trust
_____
Corporation
_____
Partnership
_____
(Please print the following information exactly as you wish it to appear on the
Company record.)
______________________________________ _______________________________________
(Name of Undersigned) (Address)
______________________________________ _______________________________________
(Tax Identification Number) (Telephone Number)
______________________________________
Signature
Dated:
_______________________________________
Print Name
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