Broker's Representation Letter
(Rule 144 Resale)


This broker's representation letter template may be used in connection with a resale of restricted securities by an affiliate of the issuer in reliance on Rule 144 (17 C.F.R. § 230.144) under the Securities Act of 1933, as amended (Securities Act). This template includes practical guidance and drafting notes. Certificates evidencing restricted securities typically bear a legend to the effect that the securities are restricted, were acquired in a transaction not registered under the Securities Act and may not be resold absent registration under the Securities Act or an exemption from such registration. Removal of the restrictive legend is necessary for securities sold in reliance on Rule 144 to be unrestricted in the hands of the purchaser, regardless of whether the seller has satisfied all the conditions of Rule 144 in making the sale. At the seller's request, the issuer will request its transfer agent to remove the restrictive legend for purposes of the proposed sale. As a condition ...