|To:||P&P Ventures Inc. (“Pubco”)|
|Re:||Merger Agreement, dated March 28, 2019 (as amended, the “Merger Agreement”), by and among Pubco, ManifestSeven, Inc. and MJIC, Inc. (“MJIC”)|
Pubco will, upon the completion of its acquisition of MJIC by way of the triangular merger transaction (the “Merger”) contemplated by the Merger Agreement, be known as ManifestSeven Holdings Corporation (the “Resulting Issuer”).
Capitalized terms not specifically defined in this Representation Letter have the respective meanings ascribed to them in the Merger Agreement. In the event of a conflict between the terms of this Representation Letter and the Merger Agreement, the terms of this Representation Letter shall prevail.
This Representation Letter is to be executed and delivered by each holder of MJIC Securities who is, or is acting for the account or benefit of, a U.S. Person or a person within the United States (each, an “MJIC U.S. Securityholder”).
In addition to the covenants, representations and warranties contained in the Merger Agreement, the undersigned holder of MJIC Securities covenants, represents and warrants to Pubco that: