Declaration for Removal of Restrictive Legend
(Rule 904 of Regulation S)

Summary

This declaration template may be used to support the removal of a U.S. restrictive legend from a securities certificate for a resale of the securities in reliance on Rule 904 (17 C.F.R. § 230.904) of Regulation S. This template includes practical guidance, drafting notes, and an optional clause. Rule 904 provides a safe harbor from the registration requirements of the Securities Act of 1933 (Securities Act) for offshore resales of securities by persons other than the issuer, a distributor, or any of their affiliates (except officers and directors who are affiliates solely by virtue of their positions). Restricted securities (other than equity securities of U.S. issuers) sold in compliance with Rule 904 will no longer be restricted and may have any U.S. restrictive legends removed. To remove any such restrictive legends, the issuer and/or its transfer agent may require the seller (and anyone acting on the seller's behalf, such as a broker or a dealer) to deliver a declaration stating that it has or will comply with the requirements of the rule. For resales by persons that do not qualify for the Rule 904 safe harbor (such as a non-qualifying affiliate), see Declaration for Removal of Restrictive Legend (Rule 903 of Regulation S). For more information on conducting resales under Regulation S, see Resales of Rule 144A and Regulation S Securities. For more information on Regulation S generally, see Regulation S Transactions and Offshore Offerings by U.S. Issuers. For more information on other exemptions for resales of unregistered securities, see Domestic Resales of Unregistered Securities: Rule 144, Section 4(a)(1½), and Section 4(a)(7).