Broker's Representation Letter
(Rule 144 Resale)

Summary

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 to doing so, the transfer agent will require an opinion letter of the issuer's counsel stating that all applicable conditions of Rule 144 have been met and the legend can be removed. To support its opinion, the issuer's counsel will require the seller to provide it with a representation letter or certification that demonstrates the seller's compliance with Rule 144 by confirming (1) the seller's affiliate status, (2) the manner in which the seller acquired the securities, (3) when the seller acquired the securities and (4) the amount of securities of the issuer sold by the seller in the past three months in reliance on Rule 144. Past sales of securities by the seller outside of Rule 144, however, are not relevant to a proposed sale in reliance on the Rule. For templates of seller representation letters, see Rule 144 Representation Letter (Provided by Affiliate Stockholders to Company Counsel) and Rule 144 Representation Letter Rule 144 Representation Letter (Provided by Non-Affiliate Stockholders to Company Counsel). Issuer's counsel may also request a letter from the broker-dealer handling the sell order that sets forth the manner of sale, or proposed sale, as provided by this template, as well as a copy of the certificate evidencing the restricted securities being or to be sold. For an issuer's counsel's Rule 144 opinion letter, see Rule 144 Resale Opinion Letter. For more information on sales of securities in reliance on Rule 144, see Domestic Resales of Unregistered Securities: Rule 144, Section 4(a)(1½), and Section 4(a)(7).