SAMPLE
BROKER REPRESENTATION LETTER
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Transfer agents
will require a Broker Representation Letter be provided anytime a
restrictive legend is being asked to be removed by an affiliate of the
US traded company. Below is a sample of a Broker Representation
Letter.
It is important that you contact the
transfer agent and
ask if they require the Broker Representation Letter have particular
wording. Do not
assume the transfer agent will accept the Broker Representation
Letter we have provided as a sample letter.
For more information about removing US
restrictive legends from share certificates go to:
How Do
You Get the Restrictive Legend off Your US Stock Certificates: Rule
144
BROKER
REPRESENTATION LETTER
[Letterhead of Broker]
[Date]
[Name and Address of Transfer Agent]
Ladies and Gentlemen:
RE:
We have read the letter of (the “Seller”),
[Name of Seller]
dated [Date],
concerning the proposed sale of shares
(the “Shares”) of common stock (the “Securities”) of
[Name of Company](the
“Company”), through us in accordance with Rule 144
promulgated under the Securities Act of 1933, and advise you
that, in connection with the sale of the Shares:
- We have done, and will do, no more than
execute the order or orders to sell the Shares as agent for the
Seller and, in connection with such sales, we have received, and
will receive, no more than the usual and customary broker’s
commission.
- We have not solicited or arranged for,
and will not solicit or arrange for, the solicitation of customers’
orders to buy the Shares in anticipation of or in connection with
the sale of the Shares; provided, however, that the foregoing did
not and will not preclude (a) inquiries of other brokers or dealers
who have indicated an interest in the Securities within the sixty
days preceding such inquiry, (b) inquiries of our customers who
have indicated an unsolicited bona fide interest in the Securities
within 10 business days preceding such inquiry, or (c) publication
by us of quotations for the Securities in an interdealer quotation
system as permitted in Rule 144(g)(2)(iii).
- After reasonable inquiry, we are not
aware, and we will not sell the Shares if we become aware, of
circumstances indicating that the Seller or any relative, trust, or
entity described in Rule 144(a)(2) of the Seller is an underwriter
with respect to the Shares or that the sale of the Shares is part
of the distribution of securities of the Company.
- We agree that the certificates
representing the Shares will be returned to the Company, or its
transfer agent, so that the restrictive legend may be reapplied if
the Shares are not sold within ninety days of the date hereof.
You, your counsel, your transfer agent, and
the Seller’s counsel may rely on the information contained herein.
Very truly yours,
[Signature]
[Name of Signing Officer and Position]
 Alixe B. Cormick
Venture Law Corporation
618 - 688 West Hastings Street
Vancouver, B.C.
V6B 1P1
Phone: 604-659-9188
Fax: 604-659-9178
E-mail Us
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