VR Holdings, Inc.
1615 Chester Road
Chester, Maryland 21619
December 29, 2010
Dear Shareholder of VR Holdings, Inc.
Attached is your revised Stock Certificate showing the common stock shares of VR Holdings, Inc. that are owned by you or your organization. The original stock certificate that you were issued has been cancelled and no longer represents your ownership in VR Holdings, Inc. The revised certificate has been issued because the shares issued to each certificate holder were restricted shares and the certificate is required to have the restrictions noted on the certificate. The attached certificate has the required restrictions noted on the face and back of the certificate. With the acceptance of this attached, revised certificate, the shareholder is agreeing to these restrictions and all conditions stated on the certificate as follows:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE. WITH OUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMOLGATED THEREUNDER..
IN ADDITION, BY THE ACCEPTANCE OF THIS CEERTIFICATE, THE HOLDER DOES HEREBY REQUEST THAT THE COMPANY REGISTER AT THE EARLIEST PRACTICABLE DATE THE SECURITIES REQURESETED BY THIS INSTRUMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND IN THAT REGARD, THE HOLDER IS DEEMED TO BE AWARE WTHAT THE SECURITIES REPRESENTED BY THIS INSTRUMENT WILL BE SO REGISTERED AND THAT THE HOLDER WILL BE NAMED AS A SELLING STOCKHOLDFER IN ANY REGISTRATION STATEMENT FILED BY THE COMPANY UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THAT THE HOLDER WILL BE DEEMED TO BE AN “UNDERWRITER” PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED.
THE COMPANY HAS, AS SET FORTH IN ITS CERTIFICATE OF INCORPORATION ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF DELAWARE, DENIED THE PREEMPTIVE RIGHT OF ITS STOCKHOLDERS TO ACQUIRE UNISSUED OR TREASURY SHARES OF THE COMPANY. THE COMPANY WILL FURNISH A COPY OF SUCH PROVISION OF ITS CERTIFICATE OF INCORPORATION TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTRERED OFFICE.
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THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A STATEMENT OF THE DESIGNATIONS, PREFERENCE AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH THE COMPANY IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITIATIONS OR RESTRICTIONS OF SUCH PREFERENCE AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF THE COMPANY.
VR Holding, Inc. is currently in the process of filing an S-1 Registration Statement with the Securities and Exchange Commission (SEC) to register the shares owned by shareholders of VR Holdings, Inc. who own 1,000 shares or less and certain shares of other larger stockholders. Reference is made to this S-1 Registration Statement for the specific shareholders and the number of their shares that are being registered as part of this S-1 Registration Statement. Once this S-1 Registration Statement is declared effective by the SEC, and FINRA issues VR Holdings, Inc. a trading symbol, the registered shared will be tradable without restriction.
Thank you for your continued support.
Sincerely
/s/ JOHN E. BAKER
John E. Baker
Chief Executive Officer
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NOTE: THIS IS PERVIOUSLY MAILED LETTER TO THE US SEC. ATTACHED ARE EXHIBIT #1 AND EXHIBIT#2 AS REFERENCES TO THE NEW AND OLD SHARE CERTIFICATES ISSUED. UNFORTUNATELY, THE ISSUER CANNOT ATTACH ALL 400 PAGES OF BOTH THE OLD AND NEW CERTIFICATE TO THIS EDGAR FILING BECAUSE IT EXCEED THE 100 MB SIZE LIMIT
EXHIBIT #1
EXHIBIT #2