communicate_8k-1007.htm


    Exhibit 10.7

     

    
      


      


      INVESTOR
LETTER

      


      


      Communicate.com,
Inc.

      375 Water
Street, Suite 645

      Vancouver,
BC

      Canada,
V6B 5C6

      


      Ladies
& Gentlemen:

      


      The
information contained herein is being furnished to you in order to provide
assurances to you as to the availability of the exemption from registration
pursuant to Regulation S promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), in connection with the offer and issuance to me
of shares of Communicate.com, Inc. (“Communicate”) Common Stock pursuant to the
Agreement and Plan of Merger, dated March 25, 2008, among Communicate,
Communicate.com Delaware, Inc., Entity, Inc., the Founders and Harjeet Taggar,
as Stockholder Representative (the “Agreement”). Capitalized terms not otherwise
defined herein have the meanings given them in the Agreement.  The
undersigned understands that (i) you will rely upon the following
information for purposes of making your determination of the availability of the
exemption from registration and (ii) the issuance of Communicate Common
Stock to the undersigned in the Merger will not be registered under the
Securities Act in reliance upon the exemption from registration provided by the
Securities Act and Regulation S.  The undersigned further
understands that your willingness to proceed with the Merger is specifically
conditioned in part upon the receipt of this letter and the accuracy of the
representations set forth below.

       

      The
undersigned represents and warrants as follows:

       

      1.           The
undersigned is a “Non-U.S. person,” which terms means any person who is not a
U.S. Person or is deemed not to be a U.S. Person” under Regulation S of the
Securities Act, and is not acquiring the Common Stock for the account or benefit
of a U.S. Person.

       

      2.           The
undersigned has been advised and acknowledges that:

       

      (a)           the
shares of Communicate Common Stock are “restricted securities” within the
meaning of the Securities Act and have not been, and when issued, will not be
registered under the Securities Act, the securities laws of any state of the
United States or the securities laws of any other country;

       

      (b)           that
all certificates representing the shares of Communicate will be endorsed with
the following legend in accordance with Regulation S of the Securities
Act:

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE ACT.   SUCH SECURITIES MAY NOT BE REOFFERED
FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT,
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
ACT.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”.

       

      (c)           in
issuing and selling the shares of Communicate Common Stock to such Non-U.S.
person, Communicate is relying upon the “safe harbor” provided by Regulation S
promulgated under the Securities Act;

       

      (d)           it
is a condition to the availability of the Regulation S “safe harbor” that the
shares of Communicate Common Stock not be offered or sold in the United States
or to a U.S. person until the expiration of a one-year “distribution compliance
period” (or a six-month “distribution compliance period,” if the issuer is a
“reporting issuer,” as defined in Regulation S) following the Closing;
and

       

      (e)           notwithstanding
the foregoing, prior to the expiration of the one-year “distribution compliance
period” (or six-month “distribution compliance period,” if the issuer is a
“reporting issuer,” as defined in Regulation S) after the Closing (the
“Restricted Period”), the shares of Communicate Common Stock may be offered and
sold by the undersigned only if either: (i) the offer or sale is within the
United States or to or for the account of a U.S. person (as such terms are
defined in Regulation S), the securities are offered and sold pursuant to an
effective registration statement or pursuant to Rule 144 under the Securities
Act or pursuant to an exemption from the registration requirements of the
Securities Act; or (ii) the offer and sale is outside the United States and
to other than a U.S. person.

       

      3.           The
undersigned agrees that with respect to the shares of Communicate Common Stock,
until the expiration of the Restricted Period:

       

      (a)           the
undersigned, its agents or its representatives will not solicit offers to buy,
offer for sale or sell any of the shares of Communicate Common Stock, or any
beneficial interest therein in the United States or to or for the account of a
U.S. person; and

       

      (b)           notwithstanding
the foregoing, the shares of Communicate Common Stock may be offered and sold by
the holder thereof only if either: (i)  the offer or sale is within the
United States or to or for the account of a U.S. person, the securities are
offered and sold pursuant to an effective registration statement or pursuant to
Rule 144 under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act; or (ii) the offer and sale
is outside the United States and to other than a U.S. person; and

       

      (c)           the
undersigned will not engage in hedging transactions with regard to the shares of
Communicate Common Stock unless in compliance with the Securities
Act.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.           The
undersigned will not engage or cause any third party to engage in any directed
selling efforts (as such term is defined in Regulation S) in the United States
with respect to the shares of Communicate Common Stock.

       

      5.           The
undersigned: (a) is domiciled and has its principal place of business
outside the United States; and (b) certifies it is not a U.S. person and is
not acquiring the shares of Communicate Common Stock for the account or benefit
of any U.S. person.

       

      6.           The
undersigned is not a “distributor” (as defined in Regulation S) or a “dealer”
(as defined in the Securities Act).

       

      7.           Evaluation
of Merits and Risks.  The undersigned has such knowledge and
experience in financial and business matters that the undersigned is capable of
evaluating the merits and risks of the undersigned’s investment in the shares of
Communicate Common Stock being required in the Merger.  The
undersigned understands and is able to bear any economic risks associated with
such investment for an indefinite period of time.  The undersigned
acknowledges that Communicate has made available to the undersigned the
opportunity to ask questions of the officers and management employees of
Communicate about the business and financial condition of Communicate as the
undersigned has requested and has had full opportunity to review Communicate’s
filings with the SEC pursuant to the Securities Exchange Act of 1934, including
the Company’s annual reports on Form 10-KSB and quarterly reports on Form
10-QSB, and additional information regarding the business and financial
condition of the Company.  The undersigned believes it has received
all the information it considers necessary or appropriate for deciding whether
to make the investment in the Common Stock.

       

      


       

      


       

      


       

       [Signature pages
follows]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      


       

      


       

      
        	
                 
      

              	 	
                Very
      truly yours,

              
	 	 	 
	 	 	
                Partnership,
      Corporation, Trust or Other Entity:

              
	 	 	 
	 	 	
                ______________________________

                Name of Entity

              
	 	 	 
	 Date:
      _________________________	 	By:
      ___________________________
	 	 	 
	 	 	Name:
      _________________________
	 	 	 
	 	 	Title:
      _________________________
	 	 	 
	 	 	 
	 	 	Individual
      Investor:
	 	 	 
	Date:
      _________________________	 	_____________________________
	 	 	Signature 
	 	 	 
	 	 	Name:
      ________________________