SHAREHOLDER REPRESENTATION LETTER
FORCER, INC.
23805 Stuart Ranch Rd Suite 150 Malibu, CA 90265
July 17, 2020
Coltlen Keithley
2227 E. Orangewood Ave
Phoenix, AZ 85020
Dear Mr. Keithley
1.1 In connection with an investment of five(5) million dollars for Forcer,
Inc., Forcer, Inc., a Delaware corporation (“Company”), is pleased to
award you five(5) million shares (“Shares”) of the common stock
(“Common Stock”) of the Company at the fair market value as of the
date of this letter. The shares will be issued to you on a fully-earned,
fully-vested basis, and the execution of this letter for purposes of
confirming the Company’s compliance with the provisions of the
Securities Act of 1933, as amended (“Securities Act”), with regard to
the Company’s issuance of the Shares and your agreement to a sixmonth lock-up in the event of the public emergence of the Company or
any successor to the Company.
1.2 Wiring Instructions
First Republic Bank
3991 MacArthur Blvd Suite 100
Newport Beach, CA 92660
Forcer Inc.
Routing No. 321081669
Account No. 80008699995
1. Investment Representations. With the full knowledge that the Company is
relying on the undersigned’s statements made herein in issuing the Shares,
you hereby represent and warrant to the Company as follows:
• The undersigned acknowledges that the Shares have not been registered
with the Securities and Exchange Commission (“SEC”) under the Securities
Act, nor registered/qualified under the securities laws of any state or foreign
jurisdiction, in reliance on, among other things, exemptions from such
registration/qualification for issuances not involving a public offering and
that the Company is relying upon the representations made in this letter in
concluding that the exemptions apply.
• The undersigned acknowledges that the Shares will be issued as restricted
securities within the meaning of Rule 144 under the Securities Act, and may
not be sold or otherwise transferred other than pursuant to an effective
registration statement or an exemption from registration. The undersigned
represents and warrants that it is acquiring the Shares for its own account and
with no present expectation of further distributing the Shares, except in a
transfer exempt from the registration requirements of the Securities Act. The
undersigned understands and agrees that the certificates for the Shares shall
bear a restrictive legend in substantially the following form:
"The Securities represented by this certificate have not been registered under
the Securities Act of 1933, as amended, and may not be offered for sale, sold,
or otherwise disposed of, except in compliance with the registration
provisions of such Act or pursuant to an exemption from such registration
provisions, the availability of which is to be established to the satisfaction of
the Company and confirmed by an opinion of counsel acceptable to the
Company in its reasonable discretion."
• The undersigned represents and warrants that is a bona fide resident of and
is domiciled in the jurisdiction set forth below.
2. Lock-Up Agreement. In the event of any “public emergence” of the
Company, or any successor to the Company, by way of an initial public
offering, reverse merger into a publicly traded entity or the like (“Public
Emergence”), the undersigned agrees that during the period beginning on and
including the date of the initial trading of the Common Stock of the Company
(or any successor to the Company) on any U.S. or foreign stock market or
exchange through and including the six month anniversary of the initial
trading date (the “Lock-Up Period”), the undersigned, or any affiliated party
of the undersigned, will not, without the prior written consent of the
Company, which may be withheld by the Company in its sole and absolute
discretion, directly or indirectly:
.
(i) offer, pledge, 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 any of
the Shares, or
.
(ii) enter into any swap or other agreement, arrangement or transaction that
transfers to another, in whole or in part, directly or indirectly, any of
the economic consequence of ownership of any Shares
Notwithstanding the provisions set forth in the immediately preceding
paragraph, the undersigned may, without the prior written consent of the
Company, transfer any of the Shares or any securities convertible into or
exchangeable or exercisable for the Shares as a bona fide gift or gifts, or by
will or intestacy, to any member of the immediate family (as defined below)
of the undersigned or to a trust the beneficiaries of which are exclusively the
undersigned or members of the undersigned’s immediate family or to a
charity or educational institution; provided, however, that it shall be a
condition to the transfer that the transferee executes and delivers to the
Company not later than one business day prior to such transfer, a written
agreement, in substantially the form of this agreement and otherwise
satisfactory in form and substance to the Company. For purposes of this
paragraph, “immediate family” shall mean a spouse, child, grandchild or
other lineal descendant (including by adoption), father, mother, brother or
sister of the undersigned.
3. Company’s Right of First Refusal. Before any Shares (or any beneficial
interest in such Shares) may be sold, transferred, encumbered or otherwise
disposed of in any way (whether by operation of law or otherwise) by the
undersigned or any subsequent transferee (each a “Holder”), such Holder
must first offer such Shares or beneficial interest to the Company and/or its
assignee(s) as follows:
(a) Notice of Proposed Transfer. The Holder shall deliver to the Company a
written notice stating: (i) the Holder’s bona fide intention to sell or otherwise
transfer the Shares; (ii) the name of each proposed transferee; (iii) the number
of Shares to be transferred to each proposed transferee; (iv) the bona fide
cash price or other consideration for which the Holder proposes to transfer
the Shares; and (v) that by delivering the notice, the Holder offers all such
Shares to the Company and/or its assignee(s) pursuant to this Section and on
the same terms described in the notice.
(b) Exercise of Right of First Refusal. At any time within fifteen (15) days
after receipt of the Holder’s notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase all, but not less than
all, of the Shares proposed to be transferred to any one or more of the
proposed transferees, at the purchase price determined in accordance with
Section 3(c).
(c) Purchase Price. The purchase price for the Shares purchased by the
Company and/or its assignee(s) under this Section shall be the price listed in
the Holder’s notice. If the price listed in the Holder’s notice includes
consideration other than cash, the Company and/or its assignees shall, in
lieu of paying the non-cash consideration, pay the cash equivalent value of
the non-cash consideration, as determined by the Board of Directors of the
Company in its reasonable discretion.
(d) Payment. Payment of the purchase price shall be made, at the option of
the Company and/or its assignee(s), in cash (by check), by cancellation of all
or a portion of any outstanding indebtedness of the Holder to the Company
and/or its assignee(s), or by any combination thereof within twenty (20) days
after receipt by the Company of the Holder’s notice (or at such later date as is
called for by such notice).
(e) Holder’s Right to Transfer. If all of the Shares proposed in the notice to
be transferred to a given proposed transferee are not purchased by the
Company and/or its assignee(s) as provided in this Section, then the Holder
may sell or otherwise transfer such Shares to that proposed transferee,
provided that: (i) the transfer is made only on the terms provided for in the
notice, with the exception of the purchase price, which may be either the
price listed in the notice or any higher price; (ii) such transfer is
consummated within sixty (60) days after the date the notice is delivered to
the Company; (iii) the transfer is effected in accordance with any applicable
securities laws, and if requested by the Company, the Holder shall have
delivered an opinion of counsel acceptable to the Company to that effect; and
(iv) the proposed transferee agrees in writing that the provisions of this
Section shall continue to apply to the transferred Shares in the hands of such
proposed transferee. If any Shares described in a notice are not transferred to
the proposed transferee within the period provided above, then before any
such Shares may be transferred, a new notice shall be given to the Company,
and the Company and/or its assignees shall again be offered the right of first
refusal described in this Section.
(f) Exception for Certain Family Transfers. Notwithstanding anything to the
contrary contained elsewhere in this Section, the transfer of any or all of the
Shares during the Holder’s lifetime or on the Holder’s death by will or
intestacy to the Holder’s spouse, child, father, mother, brother, sister, fatherin-law, mother-in-law, brother-in-law, sister-in-law, grandfather,
grandmother, grandchild, cousin, aunt, uncle, niece, nephew, stepchild, or to
a trust or other similar estate planning vehicle for the benefit of the Holder or
any such person, shall be exempt from the provisions of this Section;
provided that, in each such case, the transferee shall agree in writing to
receive and hold the Shares so transferred subject to all of the provisions of
this Agreement, including but not limited to this Section, and there shall be
no further transfer of such Shares except in accordance with the terms of this
Section.
(g) Termination of Right of First Refusal. The right of first refusal contained
in this Section shall terminate as to all Shares upon a Public Emergence.
4. Drag-Along Rights. In the event that of a merger, consolidation or stock
exchange (“Transaction”) involving the Company that is approved by the
Board of Directors and the holders of a majority of the issued and outstanding
shares of Common Stock, the undersigned agrees to vote all Shares in favor
of, and adopt, such Transaction. If such Transaction is structured as a sale of
the Common Stock, to sell the Shares in the same proportion as all other
holders of Common Stock, and to execute and deliver all related
documentation and take such other action in support of the Transaction as
shall reasonably be requested by the Company, including, without limitation,
executing and delivering instruments of conveyance and transfer, and any
purchase agreement, merger agreement, indemnity agreement, escrow
agreement, consent, waiver, governmental filing, share certificates duly
endorsed for transfer (free and clear of impermissible liens, claims and
encumbrances), and any similar or related documents. Notwithstanding the
foregoing, the undersigned shall not be required to comply with this section
unless:
(a) any representations and warranties to be made by the undersigned, and the
undersigned’s liability under the Transaction, are limited to its
representations and warranties related to authority, ownership and the ability
to convey title to such Shares, including; and
(b) the undersigned receives the same form and per share amount of
consideration for its Shares as the other holders of Common Stock.
(c) Termination of Drag-Along Rights. The drag-along rights contained
in this Section shall terminate as to all Shares upon a Public Emergence.
Very truly yours,
Alexander Draghici
Forcer, Inc.
X__________________________
Jul 18 2020
By:
X__________________________________
Jul 18 2020
Name: Coltlen Keithley
Email: coltlen@icloud.com
Address : 2227 E Orangewood Ave Phoenix AZ, 85020
Audit Trail
Document Details
Title
Forcer Shareholder Agreement
File Name
SHAREHOLDER REPRESENTATION LETTER Coltlen.pdf
Document ID
38a1a374d0a74aa2ab452d684509ffcf
Fingerprint
ccbb1ffdd4abc49bae6694e889506592
Status
Completed
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Fingerprint: ccbb1ffdd4abc49bae6694e889506592
Document Sent to Coltlen Keithley (coltlen@icloud.com)
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IP: 107.77.227.142
Document Signed by Coltlen Keithley (coltlen@icloud.com)
IP: 107.77.227.142
Document Sent to Alexander Draghici (alex.ghici@gmail.com)
Document Viewed by Alexander Draghici (alex.ghici@gmail.com)
IP: 47.148.32.101
Document Signed by Alexander Draghici (alex.ghici@gmail.com)
IP: 47.148.32.101
This document has been completed.
Fingerprint: 9d7a54f9294a50e3470371ddd2b93fd1
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