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


This template representation letter can be used by a selling stockholder that is not an affiliate of an issuer to show compliance with the requirements of Rule 144 under the Securities Act of 1933, as amended. This template includes practical guidance and drafting notes. This letter is sent to issuer's counsel by a non-affiliate stockholder of an issuer in connection with the sale of restricted securities in compliance with Rule 144. The letter may be used for either reporting or non-reporting companies and is often a condition to the legal opinion letter that may be required by the issuer's transfer agent to remove the restricted legend from the certificate representing the securities. For forms of documents used in a Rule 144 sale, see Broker's Representation Letter (Rule 144 Resale), and Form 144 Notice of Proposed Sale of Securities Pursuant to Rule 144 under the Securities Act of 1933. For information on Rule 144, see Domestic Resales of Unregistered Securities: Rule 144, Section ...