Restricted Stock Seller's Letter Example

RULE 144

SELLER LETTER

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Name of Issuer

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Address of Issuer

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Name of Brokerage Firm

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Address of Brokerage Firm

Dear Sirs:

I propose to sell_______shares of (Class of Securities____________________________________________)

( ___________ par value) (the "Stock") of ( _____________________________________________________,

a _______________________________ corporation (the "Company"), to or through (name of brokerage firm) _______________________________ in accordance with the requirements of Rule 144 under the Securities Act of 1933. In this connection I deliver to each of you herewith a signed copy of Form 144 relating to such sale, confirm to each of you that the Statements made therein are true and complete and represent to and agree with each of you that:

1. I do not know or have any reason to believe that the Company has not complied with the reporting requirements contained in Rule 144 (c)(1).

2. At the time of any sale of the Stock for my account, the aggregate number of shares of the Company's Common Stock (in the case of sales of "restricted" securities by a non-controlling person, "which are restricted securities, as defined in Rule 144(a)(3).")* sold by me or for my account and by or for the account of any person whose sales are required by paragraph (a)(2)** and paragraph (e)(3) *** of Rule 144 to be aggregated with sales by or for me (other than shares registered under the Securities Act of 1933 or sold in private placement or Regulation A transactions) during the preceding three months will not exceed the greater of 1% of the outstanding shares of the Company's Common Stock, as shown by the most recent report or statement issued by the Company or the average weekly reported volume of trading in the Company's Common Stock on the consolidated tape and/or reported through the automated quotation system during the four calendar weeks preceding the filing of the above-mentioned Form 144 with the Securities and Exchange Commission.

3. If the securities addressed herein are restricted equity securities, a minimum of two years has elapsed since the later of the date of acquisition of the securities from the issuer or an affiliate of the issuer and the giving of the full purchase price or other consideration.

4. I hereby represent that I do not know any material adverse information in regard to the current and prospective operations of the issuer of the securities to be sold which has not been publicly disclosed.

5. I have not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy the Stock in anticipation of or in connection with such proposed sale.

6. I have not made, and will not make, any payment in connection with the offering or sale of the Stock to any person other than (name of brokerage firm __________________________ ).

7. Concurrently with the placing with (name of brokerage firm) _____________________________ of an order to sell the Stock, I will transmit to the Securities and Exchange Commission 450 Fifth Street, N.W., Judiciary Plaza, Washington D.C. 20549, three signed Copies of Form 144 delivered to you herewith and where applicable one copy to the principal exchange.

8. It is my bona fide intention to sell the Stock within a reasonable time after the transmittal of the Form 144 referred to in paragraph 7.

9. I do not presently intend to sell additional shares of the Company's Common Stock through any means except as permitted by Rule 144.

10. I agree to notify you immediately of any development or occurrence which, to my knowledge, would render any of the foregoing representations and agreements inaccurate.

* If the seller is a controlling person and has owned any convertible securities of the Company, add: "and shares of the Company's Common Stock issuable upon conversion of the Company's (Title of Company's Convertible Securities) __________________________________. If the seller is not a controlling person and has owned any restricted convertible securities of the Company, add: "and shares of the Company's Common Stock issuable upon conversion of the Company's (Title of Convertible Securities) ____________________, which are restricted securities as defined in Rule 144(a)(3).

** Paragraph (a)(2) requires the inclusion of sales by certain relatives, trusts, estates, corporations, and other organizations.

*** Paragraph (e)(3) requires the inclusion of sales by others standing in certain relationships to the seller, e.g. persons acting in concert; pledgor-pledgee-purchaser (for two years following default), donor-donee (for two years following gift), settlor-trust (for two years following acquisition by the trust) and, in the case of control but not restricted securities, decedent-estate-beneficiary (for three months following last sale by decedent).

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