Restricted Stock Transfers -Group Rates

SVbiz LAW.com	Law Offices of
SVbiz LAW.com	Thomas Gross
SILICON VALLEY BUSINESS LAW	San Jose Silicon Valley
Corporate, Business, Contracts, M&A, Securities	(408) 377-4178 info@svbizlaw.com

Restricted Stock Transfers & Opinion of Counsel

Special Group Plan Services and Rates for [Enter Referrer's Name] Clients

General Overview: Our attorneys can help you take steps necessary to transfer shares of restricted stock. We can help provide you with a legal opinion and supporting documentation as required in order to remove restrictions on the stock. To remove restrictions, you need to comply with the transfer rules set forth by the SEC. The most familiar rule is Rule 144 which requires a minimum holding period of one year and the filing of a Form 144. Because the rules are highly technical, many companies require that you obtain an opinion of counsel in order to permit the transfer. We are experienced with drafting the necessary opinion and supporting documentation. Please read SEC information about Rule 144.

Our Rates: We provide special rates to groups that utilize our services. Typically, you would have to pay a fees of $500 to $1,000 or more to have an attorney help you remove the restrictions on your restricted stock. That can be prohibitively expensive if your stock is worth less than a few thousand dollars. When we handle large numbers of transactions, we encounter cost efficiencies that we can pass on to you. We have made an arrangement with ___________ to offer its clients significantly reduced rates. For ___ Clients, we will charge $___for each transaction involving stock that has been held by you for at least two years, and we charge $___ for each transaction involving stock that has been held by you for less than two years, but more than one year. Because we must process your fee agreement, review your certificates, statements of facts, and contact the issuing company and the transfer agent (often multiple times) to gather information, we must charge an a one-time nonrefundable fee of $50. Click here to download the ____ client applicable rates [Edit File].

Eligibility: For each stock that you want us to assist in removing restrictions, the following must be true: 1) You have held the stock at least one year; 2) You (and other family members) do not hold 5% or more of the outstanding shares of the stock; 3) During the past three months, you have not been an officer or director of the issuing company; 4) During the past three months, you have not been an "affiliate" (as defined by Rule 144) of the issuing company; and 5) You acquired the stock for investment purposes and did not acquire the stock with the intent of distributing the shares.

Certificate of Shareholder: For each stock that you want us to assist in removing restrictions, you will be required to make certain representations in a signed certificate regarding that you meet the eligibility criteria set forth above. You may also be required to make other representations that we require or that is required by the company that issued the stock. Click here to download the Certificate of Shareholder [Edit New File]

Fee Agreement: In order to engage us to provide legal services, you must execute (sign and return via mail or fax) the following fee agreement. Click here to download the fee agreement [Edit New File]

Payment: You must determine the fees based upon the schedule of fees. We require an advance deposit to cover the fees for our services. In the event that we cannot provide you the assistance to remove the restrictions on any particular issue of stock, we will grant a refund of the fees applicable to that particular stock. Checks should be made out to "Law Offices of Thomas Gross."

Timing: Once we receive the signed fee agreement, the applicable certificates of shareholder, stock certificates (as necessary) and an advance deposit, it will typically take anywhere from 2 weeks to 4 weeks to remove the restrictions (though it may be shorter or longer). Occasionally, the issuing company or their transfer agent may be slow to respond resulting in a longer processing time. If we cannot process your stock due to the company or its transfer agent's unresponsiveness, we will refund you the fees applicable to such stock

Form D: If you are seeking to remove restrictions for stock held less than two years, you will be required to file a Form D with the SEC for each company's stock. Form D. Once you have completed or attempted to complete Form D and want us to review it, please fax copy of your completed Form D to (408) 377-2429.

Contacting Us:

Mailing Address for fee agreements, statements and checks shall be as follows:

Law Offices of Thomas Gross

1510 S. Bascom Ave., Suite 86

Campbell, CA 95008

All inquiries and status checks, should be done via e-mail to us at stockservices@svbizlaw.com.

If you want us to review your Form 144, you can fax us a copy of your completed Form 144 to (408) 377-2429.

Step by Step Procedures:

1. Download, review and sign Fee Agreement.

2. Download, review and sign Certificate of Shareholder for each stock that you want us to assist in removing restrictions.

3. Mail Fee Agreement and deposit check to us.

4. We will send you a confirmation by e-mail when we have received your Fee Agreement and check.

5. We will contact the companies that you list on the Fee Agreement and in your Certificates of Shareholder.

6. When we have determined the specific procedures of each of the companies, we will contact you regarding any additional information that we need to obtain from you and/or assist you in filing the Form 144s.

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