The procedure for selling your restricted shares:
- Establish a brokerage account with a full-service securities broker or a bank if you do not have an account. Many discount brokers, such as Scottrade and E*Trade, do not accept restricted stock. Mr. Logan maintains a list of securities.
- You will then deposit the GWTI paper certificate with your broker for safekeeping. The broker will help you to complete documents such as a seller’s representations letter and a stock power. The broker will ask you to obtain a legal opinion stating that you have met all requirements to sell the shares in the public markets.
- The same documents requested by your securities broker will also be needed by the attorney writing the legal opinion required by the federal securities laws to clear the Rule 144 legend from the certificates. You may use any qualified attorney. Greenway Technologies has identified an attorney who has extensive experience preparing restricted securities opinions for shareholders–Ron Logan, Logan Law Firm PLC, 602-957-9320, Ext. 1; Ron@LoganLF.com. Mr. Logan has prepared a worksheet specifically for Greenway Technologies’ shareholders that describes information and documents that will be needed for the legal opinion. This worksheet will be sent to you by Mr. Logan upon your request. His law firm’s website has helpful information about this process. www.rule144letters.com
- You or your broker will provide your attorney with (a) copies of the front and back of the stock certificate(s), (b) a signed and dated seller’s representations letter, (c) a signed and dated broker’s representations letter (if required), (d) documents showing how and when payment in full was made for the shares (such as proof of payment and a signed subscription agreement) and (e) documents showing that the Company’s Board of Directors authorized the issuance of the shares. The Company or its stock transfer agent will provide documents showing that the shares were validly issued. Greenway Technologies and its stock transfer agent, Transfer Online, Inc., will fully cooperate with this process.
- If you establish that you meet all requirements for selling the shares under Rule 144, the attorney will prepare and send an opinion letter to your broker and Greenway Technologies stating that you are eligible to sell your shares.
- The broker will send a compliance package to Transfer Online requesting removal of the Rule 144 legend. This package will include (a) the original stock certificate(s), (b) stock power(s), (c) seller’s representations letter, (d) broker’s representations letter, (e) documents showing that the shares were validly issued, fully paid and non-assessable, (f) the legal opinion and (g) a letter of instruction.
- If the documents and opinion letter establish that you are eligible to sell the shares, (a) the Company will inform the stock transfer agent that the Rule 144 restrictive legend may be removed, (b) the transfer agent will notify the broker that the Company has approved the legend removal and (c) the stock transfer agent will either (i) issue and send a new paper certificate free of a Rule 144 legend and deliver it to the broker or (ii) transfer the shares electronically to the broker. After the cleared shares are in the shareholder’s account at the brokerage firm or bank, the shareholder may give the broker or bank instructions regarding sales of the shares.
Transfer Online, Inc.
512 SE Salmon Street
Portland, OR 97214
The recommended attorney for Rule 144 and other restricted securities
Ronald J. Logan
Logan Law Firm PLC
4647 N. 32nd Street, Suite B-205
Phoenix, AZ 85018
Telephone: +1-602-957-9320, Ext. 1
Mr. Logan maintains a current list of securities brokers who welcome microcap
restricted stock and have extensive experience with Rule 144 stock transactions