SELLER'S REPRESENTATION LETTER FOR SALE OF RESTRICTED OR CONTROL SECURITIES To: _____________________________ (Name of Seller's Brokerage Firm) _____________________________ (Account Number) I, the undersigned, propose to sell ____________ shares of ______________________________ (the "Company") stock ("Stock") through you using the facilities of your clearing agent (the "Clearing Agent"). Such proposed sale of Stock shall be effected pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Act") and in connection with such sale of Stock, I represent and agree that (please respond by filling in the data, checking the applicable spaces, or indicating "not applicable", as appropriate): 1. I acquired the Stock on ____________ (date, month, year) by (check one): (a)____ purchase; or (b)____ means other than by purchase (i.e., gift, trust distribution, inheritance). I paid the purchase price for the stock in full (including all amounts owed to the seller under any promissory note, installment purchase contract or other form of indebtedness) on ____________ (date, month, year or "not applicable"). I have not had within the twenty four preceding months: (a) a short position in any shares of Stock or in any securities convertible into shares of Stock; or (b) any put or other option to dispose of any shares of Stock. I have provided you with all the stock certificates I have representing the shares of Stock and with a copy of each agreement I entered into or investment representation letter I have delivered in connection with my acquisition of the Stock. During the three months preceding the date of this Representation Letter I, together with all persons whose sales of Stock are required by Rule 144 to be aggregated with mine, have sold or placed orders to sell ______ shares of Stock, of which _______ shares of Stock were "restricted securities" within the meaning of Rule 144 (i.e. shares of Stock purchased from the Company in a private placement or from an affiliate, as defined under Rule 144, of the Company). I do not intend to sell additional shares of Stock through any other means. Check one of the following: I have given to you for filing with the Securities and Exchange Commission (the "SEC") on my behalf three completed and signed copies of Form 144 relating to the proposed sale of Stock and, if applicable, an additional copy of such Form 144 for filing with the principal national securities exchange on which the Stock is traded. All of the information on such Form 144 is true, correct and complete, and I will advise you immediately if any such information changes prior to the full execution of my order to sell the Stock. I have filed with the SEC a completed and signed Form 144 in triplicate relating to the proposed sale of Stock and have given you a copy of such filed Form 144. All of the information is true, correct and complete, and I will advise you immediately if any such information changes prior to the full execution of my order to sell the Stock. It is my bona fide intention to sell the Stock within 90 days after the date appearing on such Form 144. If my sale of Stock is not completed within such period, I will file amended Forms 144 with you, the SEC and, if applicable, the principal exchange on which the Stock is traded, or will provide you with sufficient copies of the completed and signed Form 144 for filing. I also will complete a new Representation Letter at the time I amend Form 144. _______________________ (Date, same as on Form 144)
2.
3.
4.
5. 6. ____
____
Page 1 of 2
7.
I have not solicited or made arrangements for the solicitation of buy orders in the Stock in anticipation of or in connection with the sale contemplated by this Representation Letter, nor will I do so. I have not made and will not make any payment to any person in connection with the offer or sale of the Stock other than my payment to you of usual and customary broker's commissions and charges. I have not agreed to act in concert with any other person in connection with the sale of any shares of Stock or securities convertible into such Stock. I have verified that the most recent report, quarterly or annual, required to be filed by the Company with the Securities and Exchange Commission has been filed and contains a statement that the Company has met the requirements for providing the "adequate public information" set forth in Rule 144, or I have relied upon a more recent written statement of the Company (a copy of which also has been provided to you) that the Company has complied with such reporting requirements. I do not know or have reason to believe that the Company has not met such requirements. I do not possess any material, adverse, nonpublic information regarding the Company or its prospects, and if at any time before sale of the Stock is completed or before the order for such sale is rescinded, I obtain any such information, I will immediately rescind my order for such sale of Stock. I HAVE (check one): (a) ____ ENCLOSED A WRITTEN OPINION FROM THE COMPANY'S COUNSEL OR (b) ____ INSTRUCTED THE COMPANY'S COUNSEL TO FORWARD A WRITTEN OPINION TO THE COMPANY'S TRANSFER AGENT, STATING THAT THE SALE OF STOCK BY ME IS IN COMPLIANCE WITH RULE 144 AND THAT THE STOCK MAY BE TRANSFERRED FREE OF ANY RESTRICTIVE PROVISIONS OR LEGENDS. I acknowledge that you, as my brokerage firm (my "Brokerage Firm"), the Clearing Agent, as well as the Company and its counsel, will rely on the completeness and accuracy of the statements contained herein, and I agree to indemnify and hold harmless my Brokerage Firm, the Clearing Agent and all of its directors, officers, employees, affiliates and agents from and against all losses, costs, liabilities, and expenses that may arise out of my sale of Stock in violation of the Act. SIGNATURE GUARANTEED BY SELLER'S BROKERAGE FIRM
8. 9. 10.
11.
12.
13.
Sincerely __________________________________ (Print Name of Seller) __________________________________ (Signature of Seller) __________________________________ (Print Name of Joint Seller) __________________________________ (Signature of Joint Seller)
___________________________________ (Print Name and Title of Authorized Agent) ___________________________________ (Signature of Authorized Agent) ___________________________________ (Date)
Page 2 of 2