NON-AFFILIATE SHAREHOLDER’S REPRESENTATIONS LETTER

Removal of Restrictive Legend under Rule 144(d)(1)(ii)

TO:Legend Removal Department

First American Stock Transfer, Inc.

4747 North 7th Street, Suite 170

Phoenix, AZ 85014

I, the undersigned, hereby request that First American Stock Transfer, Inc. (“FAST”), as the stock transfer agent of ______(the “Issuer”), remove the restrictive legend from the securities listed below (the “Securities”) pursuant to Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “Securities Act”).

______

(Cert #/Lot #)(Common, preferred, etc.)(CUSIP #)(Number of Shares)(Cost Basis)

______

(Cert #/Lot #)(Common, preferred, etc.)(CUSIP #)(Number of Shares)(Cost Basis)

______

(Cert #/Lot #)(Common, preferred, etc.)(CUSIP #)(Number of Shares)(Cost Basis)

In connection therewith, I represent and warrant as follows:

  1. The Securities are “restricted securities” as such term is defined in Rule 144(a)(3) of the Securities Act, and I acquired and fully paid for the Securities on ______, _____.
  1. As of the date hereof, I am not, and have not been for the past 90 days, an officer, director, or more than 10% shareholder of the Issuer or in any other way an “affiliate” of the Issuer, as such term is defined in Rule 144(a)(1) of the Securities Act.

Please check one.

□If the Issuer is, and has been for a period of at least 90 days immediately before the date hereof, subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), a minimum of 6 months have elapsed between the later of the date of the acquisition of the Securities from the Issuer, or from an affiliate of the Issuer.

□If the Issuer is not, or has not been for a period of at least 90 days immediately before the date hereof, subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a minimum of one year has elapsed between the later of the date of the acquisition of the Securities from the Issuer, or from an affiliate of the Issuer.

  1. Payment in full ofthe Securities, whether by payment in cash, exchange of securities, services rendered or other valuable consideration, was made by me or on my behalf on the date of the acquisition of the Securities referenced in paragraph 3 above.
  1. I understand that Rule 144 will not be available if the Issuer has ever been a “shell company” unless the Issuer has filed at least 12 continuous months of Form 10 type information with the SEC.
  1. FAST is authorized to rely on the representations herein in connection with the above legend removal and to communicate with the Issuer in connection with such legend removal. I hereby agree to indemnify and hold harmless FAST, its employees, officers, directors, representatives, agents, and affiliates (each, an “Indemnified Party”) against any actions, claims, losses, liability or reasonable expenses (including legal expenses) incurred by or asserted against any Indemnified Party arising out of or in connection with any actions taken or omitted in reliance upon this letter.

SHAREHOLDER(s): ______

(must be exactly same as name(s) on stock certificate)

______

Shareholder SignatureJoint Signature (if applicable)

Print name: ______Print name: ______

*Any person signing in a representative capacity shall indicate his/her title.

Date:______

[Company Letterhead]

[1][•]
First American Stock Transfer, Inc.
4747 North 7th Street, Suite 170
Phoenix, AZ 85014
Ladies and Gentlemen:
Reference is hereby made to that certain Shareholder’s Representation Letter dated [2][•]submitted by [3][•] (the “Shareholder”) in connection with the proposed transfer of [4][•]of common stock of [5][•] (the “Company”).

After due inquiry by the Company, the Company hereby certifies as to the following:

  1. As of the the date hereof, the Shareholder is not, and has not been for the past 90 days, an “affiliate” of the Company, as defined in Rule 144(a)(1) of the Securites Act of 1933, as amended (the “Securities Act”).
  2. Please check one.

□The Company is not, or has not been for a period of at least 90 days immediately before the date hereof, subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”).

□ The Company is, and has been for a period of at least 90 days immediately before the date hereof, subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company has (a) filed all required reports under Section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding the date of hereof (or for such shorter period that the Company was required to file such reports), other than Form 8-K reports; and (b) submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T, during the 12 months precedeing the date hereof (or for such shorter period that the Company was required to submit and post such files).

  1. Please check one.

□The Company has never been a “shell company” as defined in Rule 450 of the Securities Act.

□The Company was previously a “shell company” as defined in Rule 450 of the Securities Act, but (a) has ceased to be a shell company; (b) is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; (c) has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the Company was required to file such reports and materials), other than Form 8-K reports; (d) has filed current “Form 10 information” reflecting its status as an entity that is no longer a “shell company” with the U.S. Securities and Exchange Commission (the “Commission”); and (e) at least one year has elapsed from the date the the Company filed “Form 10 information” with the Commission.

The Company hereby authorizes you to rely on this letter in connection with the proposed transfer.

[6][•]

By:

Name:

Title:

1

[1] Insert date and delete brackets and footnote.

[2] Insert date and delete brackets and footnote.

[3] Insert name of Shareholder and delete brackets and footnote.

[4] Insert number of shares and delete brackets and footnote.

[5] Insert name of Company and delete brackets and footnote.

[6] Insert name of Company and delete brackets and footnote.