Rule 144 Representation Letter
(Provided by Affiliate Stockholders to Company Counsel)


This template representation letter can be used by a selling stockholder that is an affiliate of an issuer to show compliance with the requirements of 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. Restricted securities, as defined in Rule 144(a)(3) (generally, securities acquired, directly or indirectly, from the issuer or an affiliate of the issuer in a transaction or chain of transactions not involving any public offering) will typically bear a legend explaining their restricted status. The legend will disclose to prospective purchasers and other transferees that the securities are restricted, were acquired in a transaction not registered under the Securities Act, and cannot be resold absent registration under the Securities Act or an exemption from registration, and, in the latter case, if the proposed seller is an affiliate of the issuer, delivery of an opinion letter of ...