Shareholder’s Rule 144(k) Representation Letter
To Whom It May Concern:
I am submitting this letter in connection with the removal of a restrictive legend from Shares of stock that I own.
“I”, the “Shareholder”, am the following:
The “Issuer” or the “Company” is the following:
The number of “Shares” is the following:
I hereby advise you as follows:
1. Neither the Shareholder, nor any person or entity listed below, presently is, or in the prior three months has been, an “Affiliate” of the Company as that term is used in paragraph (a) of Rule 144 (i.e. a person or entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the company):
a. Any relative of mine who shares the same home with me;
b. Any trust or estate in which I or any person specified in (a) collectively owns 10% or more of the beneficial interest or of which I or any such person serves as trustee, executor or in any similar capacity;
c. Any corporation or organization in which I or any person specified in (a) are the beneficial
owners collectively of 10% or more of any class of equity securities or 10% or more of the equity interest.
2. I acquired the stock on the following date:____________________, which is in excess of two years from today.
3. I am familiar with SEC Rule 144, and agree that in executing this sale you may rely upon the statements made herein. If and when any such statements become inaccurate or incomplete, I will notify you immediately. I further agree to indemnify you for any damages you may incur as a result of unavailability of the exemption provided by Rule 144 from the registration requirements of the Securities Act of 1933 or as a result of the transfer agent refusing or delaying transfer of the “restricted securities”.
Signature of Seller
Name of Seller
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Michael Spadaccini is the author of 8 books on self-help legal matters such as, Ultimate LLC Compliance Guide: Covers All 50 States (Ultimate Series), Ultimate Book of Forming Corps, LLCs, Partnerships & Sole Proprietorships, and Ultimate Guide to Forming an LLC in Any State, Second Edition (Ultimate Series).
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