This template may be used to draft a letter from a custodian (of the shares of selling stockholders) to authorize and instruct the transfer agent to issue and register the certificates for the shares to be sold in the offering. Counsel for the custodian should prepare the letter and coordinate with the transfer agent. This template includes practical guidance, drafting notes, and optional clauses. This letter is usually not heavily negotiated and may be attached to the closing memorandum to ensure parties have no issues with it prior to closing. For a template of closing memorandum, see Closing Memorandum (IPO). For more on IPOs generally, see Initial Public Offerings Resource Kit. For additional documents used in connection with the delivery and payment for shares sold by selling stockholders in an underwritten public offering, see Transmittal Letter (Delivery of Selling Stockholders' Shares by the Custodian), Transmittal Letter (Underwriters' Payment to Custodian; Public Equity ...