communicate_8k-1006.htm


    Exhibit 10.6

     

    
      


      


      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 D 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 D.  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
information set forth herein.

       

      The undersigned represents to you that
(i) the information contained herein is complete and accurate and may be
relied upon by you, and (ii) the undersigned will notify you immediately of
any change in any of such information.

       

      All
information furnished is for the sole use of you, your counsel, your independent
accountants and your financial advisor and will be held in confidence by you and
your counsel, your independent accountants and your financial advisor, except
that this letter may be furnished to such parties as you deem necessary to
establish compliance with federal or state securities laws.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (Attach
Additional Pages if Necessary to Answer Fully Any of the Questions
Below.)

       

      
        	
                1.a.

              	
                PARTNERSHIP,
      CORPORATION, TRUST or OTHER ENTITY

              


      

       

      Name:  ______________________________            Telephone:  (    )                                                      

       

      Address:  _____________________________________________________________________________________

      _____________________________________________________________________________________________

      


       

      Date and
State of Organization (if applicable):  ____

       

      Taxpayer
Identification No. (if applicable): ____

       

      Communications
should be sent to:
__________________________________________________________________

                                                                     
__________________________________________________________________

       

       

      
        	
                1.b.

              	
                INDIVIDUAL
      INVESTOR

              


      

       

      Name:  ______________________________            Telephone:  (    )                                                      

       
b

      Address:  _____________________________________________________________________________________

      
         
_____________________________________________________________________________________

      

       

       

      Social
Security
No:  _____________________________________________________________________________

       

      Communications
should be sent to:
__________________________________________________________________

      
                                                       
__________________________________________________________________

      

      


       

      
        	
                2.a

              	
                If
      the undersigned is NOT a natural
      person, it is one of the following (check all that
  apply):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a
      bank (as defined in Section 3(a)(2) of the Securities Act) or any savings
      and loan association or other institution (as defined in Section
      3(a)(5)(A) of the Securities Act) whether acting in its individual or
      fiduciary capacity;

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                


        

      

       

       

      
        	
                 
      

              	
                (ii)

              	
                a
      broker or dealer registered pursuant to Section 15 of the Securities
      Exchange Act of 1934, as amended;

              


      

       

      
        	
                 
      

              	
                Yes
      _________________________

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (iii)

              	
                an
      insurance company (as defined in Section 2(13) of the Securities
      Act);

              


      

       

      
        	
                 
      

              	
                Yes
      _________________________

              

                                       

      
        	
                 
      

              	
                (iv)

              	
                an
      investment company registered under the Investment Company Act of 1940, as
      amended;

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                


        

      

       

      
        	
                 
      

              	
                (v)

              	
                a
      business development company (as defined in Section 2(a)(48) of the
      Investment Company Act);

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                


        

      

       

      
        	
                 
      

              	
                (vi)

              	
                a
      Small Business Investment Company licensed by the Small Business
      Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958, as amended;

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                

                                      

      

      
        	
                 
      

              	
                (vii)

              	
                a
      plan established and maintained by a state, its political subdivisions, or
      any agency or instrumentality of a state or its political subdivision for
      the benefit of its employees, if such plan has total assets in excess of
      $5,000,000;

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                

                                          

      

      
        	
                              
      (viii)

              	
                an
      employee benefit plan within the meaning of the Title I of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), if the
      investment decision is made by a plan fiduciary (as defined in Section
      3(21) of ERISA) which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000 or, if a
      self-directed plan, with investment decisions made solely by persons that
      are accredited investors (as defined in Rule 501 under the Securities
      Act);

              


      

       

      
        	
                 
      

              	
                Yes
      _________________________

              

                                          

      
        	
                 
      

              	
                (ix)

              	
                a
      private business development company (as defined in Section 202(a)(22) of
      the Investment Advisers Act of 1940 (as
  amended);

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                


        

                                              

      

      
        	
                 
      

              	
                (x)

              	
                a
      corporation, a non-profit organization described in section 501(c)(3) of
      the Internal Revenue Code of 1986, a Massachusetts or similar business
      trust or a partnership, not formed for the specific purpose of acquiring
      the Communicate Common Stock, with total assets in excess of
      $5,000,000;

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                


        

         

                                                   

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

       

      
        	
                 
      

              	
                (xi)

              	
                a
      trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the Communicate Common Stock, whose decision
      to approve the Merger is directed by a person who has such knowledge and
      experience in financial and business matters that he is capable of
      evaluating the merits and risks of an investment in the Communicate Common
      Stock or whose purchase is directed by a bank or savings and loan or other
      institution as defined in (iii)
below;

              


      

       

      
        	
                 
      

              	
                Yes
      _________________________

              


      

       

      
        	
                 
      

              	
                If
      “Yes”, please provide information below documenting the experience of the
      person directing the trust’s
purchase:

              


      

       

      
        	
                 
      

              	 ________________________________________________________________


      

       

      
        	
                 
      

              	  ________________________________________________________________


      

       

      
        	
                 
      

              	  ________________________________________________________________


      

       

       

      
        	
                 
      

              	
                (xii)

              	
                an
      entity in which all of the equity owners are accredited investors (as
      defined in Rule 501 under the Securities
  Act);

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                


        

         

      

      
        	
                               
      (xiii)

              	
                a
      revocable trust and all of the grantors thereof are accredited investors
      (as defined in Rule 501 under the Securities
  Act).

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                


        

         

      

      
        	
                2.b.

              	
                If
      the undersigned IS a natural
      person, the undersigned (check all that
apply):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                has
      a net worth, or joint net worth with the undersigned’s spouse, at the date
      of this letter, exceeding $1,000,000 (net worth for purposes of this item
      includes home, home furnishings and
  automobiles);

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                


        

         

      

      
        	
                 
      

              	
                (ii)

              	
                had
      an individual income in excess of $200,000 in each of the two most recent
      years or joint income with the undersigned’s spouse in excess of $300,000
      in each of those years and has a reasonable expectation of reaching the
      same income level in the current
year.

              


      

      
         

        
          	
                   
      

                	
                  Yes
      _________________________

                


        

         

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

      

      
        	
                3.

              	
                Additional
      Representations, Warranties and Covenants of the
    Undersigned:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                No Registration Under
      the Securities Act.  The shares of Communicate Common
      Stock to be issued to the undersigned in the Merger have not been
      registered under the Securities Act and, therefore, cannot be resold
      unless they are registered under the Securities Act or unless an exemption
      from registration is available.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Investment
      Representation.  The shares of Communicate Common Stock
      to be issued to the undersigned in the Merger are being acquired by the
      undersigned in good faith solely for the undersigned’s own account, for
      investment and not with a view toward resale or other distribution within
      the meaning of the Securities Act.  Such shares will not be
      offered for sale, sold or otherwise transferred by the undersigned without
      either registration or an exemption from registration under the Securities
      Act.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                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.

              


      

       

      


       

      
        [Signature pages
follows.]

      

       

      
 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      


       

      


       

      
        	
                 
      

              	 	
                Very
      truly yours,

              
	 	 	 
	 	 	

                Partnership,
      Corporation, Trust or Other Entity:

              
	 	 	 
	 	 	
                ______________________________

                Name of Entity

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


      

       

       

       

       

      6