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Rule 144

Rule 144 provides a safe harbor from “underwriter” status for the sale of restricted and control securities under the exemption from registration set forth in Section 4(1) of the Securities Act of 1933. Unregistered securities have a "restricted" legend stamped on the certificate because they were acquired in an "unregistered" transaction, as defined by the SEC. Further, control shareholders and "affiliates" should comply with Rule 144, since compliance with Rule 144 provides a safe-harbor from an enforcement proceeding by the Securities and Exchange Commission.

In general, depending on whether the issuer is “reporting” or “non-reporting” under the Securities Exchange Act of 1934, as amended, the securities must be held for either six months or one year, then may be sold or transferred subject to the conditions set forth in Rule 144. The requirements for Rule 144 sales vary dependant on whether the selling shareholder is an affiliate or non-affiliate of the issuer. Rule 144 is generally unavailable for the resale of shares originally issued by a current or former “shell company,” unless certain conditions under the Rule are met.

If you need an Opinion Letter from legal counsel to complete a sale of securities under Rule 144, we have all the necessary forms you will need to complete the process with your stockbroker. Please follow the two easy steps listed below if you are in need of an Opinion Letter to complete a sale of securities under Rule 144.

1. Download and complete the applicable forms below for each certificate. For non-affiliates, please complete the Seller’s Representation Letter (Non-Affiliate) and forward along with any forms provided by your stockbroker. For affiliates, please send signed copies of the Form 144, Seller’s Representation Letter (Affiliate), and Broker’s Representation Letter.

2. Fax/mail the completed forms along with a copy of the certificate(s) to our office. US Mail: Weed & Co. LLP, 4695 MacArthur Court, Suite 1430 , Newport
Beach , CA 92660 Fax: (949) 475-9087

Form 144 click here PDF Format

Seller's Representation Letter (Non-Affiliate) click here Word Format

Seller's Representation Letter (Affiliate) click here Word Format

Broker's Representations Letter click here Word Format

Rule 144 click here PDF Format (Information use only, don't fax to our office.)

These materials have been prepared by Weed & Co. LLP for informational purposes only and are not legal advice. The information is not intended to create, and receipt of it does not constitute, an attorney-client relationship.