RE: LEGEND REMOVAL FOR THE SALE OF CERTIFICATES REPRESENTING SECURITIES OF SPINDLE, INC.

Transcription

1 April 27, 2015 RE: LEGEND REMOVAL FOR THE SALE OF CERTIFICATES REPRESENTING SECURITIES OF SPINDLE, INC. Dear Shareholder: In response to your inquiry regarding removal of the Restricted legend on your Spindle Inc. stock certificate, this letter will provide a brief overview Rule 144 and explain the removal process and requirements to sell under Rule 144 of the Securities Act of 1933, as amended (the Securities Act ). Please also note that legend removal is only done in conjunction with the sale of your securities. If you do not plan to immediately sell, you may hold your restricted stock until you are ready to sell. Additionally, legend removal will require you to complete the steps listed below. If you acquired securities in a private sale from Spindle, Inc. (the Company ) or from an affiliate of the Company and those securities have not been registered under the Securities Act, then those securities bear a restrictive legend labeling them as restricted securities. Restricted securities can only be sold publicly once they are either registered on a registration statement filed pursuant to the Securities Act, or in accordance with an available exemption from registration such as Rule 144. To qualify for Rule 144 exemption it requires the delivery of an acceptable legal opinion stating that your restricted securities are eligible for legend removal and subsequent sale under the exemption. As a result of the Company s prior status as a shell company, stockholders who received our restricted securities were not eligible to sell those securities pursuant to Rule 144 without registration until at least one year elapsed from the time that the Company filed Form 10 Information with the Securities and Exchange Commission (the One Year Anniversary Date ); provided, that the Company is subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), at the time of such sale and if and for so long as we have complied with our reporting requirements in the 12 months immediately prior to the One Year Anniversary Date. The Company believes that its securities will be eligible for resale pursuant to the exemption from registration under Rule 144 on April 28, 2015, the date upon which the Company has been subject to the reporting requirements for one full year, without objection from the Commission; provided that, the Company is current in its reporting obligations at the time of any individual sale and the holder has satisfied all other conditions of Rule 144. Please see below for an explanation of the conditions that must be satisfied in order to have the restrictive legends on your securities removed in connection with a sale in accordance with Rule 144. What Are the Conditions of Rule 144?

2 1. Holding Period. Before you may sell restricted securities in the marketplace, you must hold them for a certain period of time. The relevant holding period begins when the securities were bought and fully paid for. a. You must hold the securities for at least six months; or b. You have held the restricted securities for at least one year, you can sell the securities without regard to the Current Public Information condition in Rule 144 discussed in paragraph 2 below. 2. Current Public Information. There must be adequate current information about the issuing company publicly available before the sale can be made. For the Company, this means that the Company has complied with and is current with its periodic reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. William Clark CEO, Spindle Inc.

3 INSTRUCTIONS FOR REMOVING THE RESTRICTIVE LEGENDS ON YOUR SECURITIES If you desire to sell your securities and believe that you meet the requirements of Rule 144 for legend removal with respect to unregistered securities of the Company please follow the following instructions. If you are an affiliate of the Company, please contact the Company for additional guidance. An affiliate means, that you are now, or have been during the preceding three months, an officer, director or more than 10% stockholder of the Company, or any other person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the Company. (1) Please contact the Company to indicate your plans for the sale of securities. (2) Please complete following: a. Complete and have notarized the Non-Affiliate Stockholder Representation Letter in the form attached hereto as Exhibit A. b. If applicable, complete and have notarized the Corporate Stock Resolution attached as Exhibit B c. Have your broker prepare a Broker s Representation Letter attached as Exhibit C d. Collect supporting documentation pursuant to which you acquired your securities (i.e. Stock Purchase Agreement, Consulting Agreement), and proof of payment for such securities (i.e. Copy of the check). (3) Contact Richardson & Patel LLP, counsel to the Company, using the contact information set forth below, and request a Rule 144 legal opinion. Provide the following documentation with your request: a. A check or wire transfer for immediately available funds made out to Richardson & Patel, LLP in the amount of $750.00, for payment of the fee required for the preparation and delivery of the legal opinion. b. The fully signed and notarized Non-Affiliate Stockholder Representation Letter. c. For stockholders, other than individuals, a corporate resolution authorizing legend removal. d. A copy of the certificate(s) for which you are requesting legend removal. e. Supporting documentation pursuant to which you acquired your securities (i.e. Stock Purchase Agreement, Consulting Agreement), and as applicable, proof of payment for such securities (i.e. Copy of the check). f. NOTE: Richardson & Patel LLP reserves the right to not issue the legal opinion for any reason it deems appropriate, including but not limited to: (i) its determination after review of the required documentation that your securities are not eligible for legend removal either pursuant to Rule 144; or (ii) at the Company s instruction or direction. If Richardson & Patel LLP determines it cannot issue the legal opinion, it will refund your payment in full. Please let us know if you have any questions or need any additional information.

4 (4) Contact Manhattan Transfer, using the contact information set forth below, and request Legend Removal. Provide the following documentation with your request: a. Broker s Representation Letter. (Exhibit B) b. Legal Opinion prepared or reviewed by Richardson and Patel c. Copy of notarized Stockholder Representation Letter d. Original Stock Certificate(s) e. A check or wire transfer for immediately available funds made out to Manhattan Transfer Co. in the amount of $170.00, for payment of the fee required for reissue of the certificates and fees paid to SEC. Company Contact: Spindle, Inc E. Vista Bonita Drive, Suite 260 Scottsdale, AZ Attn: Peyton Jackson, EVP Investor Relations pjackson@spindle.com Spindle, Inc E. Vista Bonita Drive, Suite 260 Scottsdale, AZ Attn: William Clark, CEO bclark@spindle.com Phone: (212) Phone: (480) Company Counsel: Richardson & Patel LLP Richardson & Patel LLP The Chrysler Building 405 Lexington Avenue, 49th Floor 1100 Glendon Avenue, Suite 850 New York, NY Los Angeles, CA Attn: Blake Baron Attn: Pete Hogan bbaron@richardsonpatel.com phogan@richardsonpatel.com Phone: (212) Phone: (310) Transfer Agent: Manhattan Transfer 57 Eastwood Road Miller Place, NY Attn: John Ahearn jahearn@mtrco.com Phone: (631)

5 EXHIBIT A STOCKHOLDER (NON-AFFILIATE) REPRESENTATION LETTER The representations contained in this letter by me,, are provided with respect to the removal of the restrictive legend on Certificates No. (the Certificates ) representing an aggregate of shares (the Shares ) of common stock of Spindle, Inc. (the Company ). I hereby request that the restrictive legend be removed from the Certificates because I am not an affiliate (as defined below) and have met all of the applicable requirements of Rule 144 (the Rule ) promulgated under the Securities Act of 1933, as amended (the Act ). In that regard, I hereby make the following representations: 1. The Shares are restricted securities as that term is defined in Rule 144(a)(3), and I acquired and fully paid for the Shares on, in the following manner: a. method of acquisition: b. manner of payment: 2. I am not now, and have not been during the preceding three months, an officer, director or more than 10% stockholder of the Company, or in any other way an affiliate of the Company. I understand that an affiliate of the Company is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the Company. A person, when used in reference to a person for whose account securities are to be sold, is (i) any relative or spouse of such person, or any relative of such spouse, any one of whom has the same home as such person; (ii) any trust or estate in which such person collectively owns over 10 percent or more of the total beneficial interests or of which any of such person serves as trustee, executor or in any similar capacity; (iii) any corporation or other organization (other than the Company) in which such person is the beneficial owner of 10 percent or more of the equity interest as described in Rule 144(a)(2) under the Act; 3. I confirm that I have sole investment control over the Shares and am not distributing the Shares for the benefit of an officer, director, more than 10% stockholder, or any other affiliate of the Company. 4. I confirm that I do not share a home with an officer, director, more than 10% stockholder or any other affiliate of the Company. 5. I confirm that I have been the beneficial owner of the Shares for a period of at least six (6) months. 6. I confirm that, to the best of my knowledge, the Company is in compliance with the Securities Exchange Act of 1934, as amended, current public information reporting requirements contained in Rule 144(c)(1). 7. I confirm to you that I am not aware of any material, nonpublic information about the Company. 8. I affirm that the above information is true and correct to the best of my knowledge and understanding, and recognize that the Company and its counsel may rely upon the representations herein provided. Furthermore, I undertake to promptly notify the foregoing persons and entities if the information herein provided is no longer accurate or complete. 9. I understand that in the event the information provided herein may no longer be accurate or complete, the Shares may be subject to the restrictions set forth in Rule 144 as of the date on which the information herein provided is no longer accurate or complete.

6 10. Furthermore, I undertake to promptly notify the Company or its counsel if the information herein provided is no longer accurate or complete. STOCKHOLDER S GUARANTEE I am seeking to remove the restrictive legend in the manner that I have indicated on pages 1 and 2 of this Seller s Representation Letter. I represent to you and attest that: I am not possession of material information concerning the Issuer which has not been publicly disclosed or may make this request to have a legend or restriction removed contrary to any State or Federal law. I hereby warrant to the transfer agent and counsel opining to the request to remove a legend in accordance with applicable securities law that the answers to the above questions are true to the best of my knowledge and belief and agrees to hold the transfer agent and attorney harmless for any misstatement of fact or omission contained herein. Stockholder s signature: Print stockholder s name: Print signer s name & list title: *Exactly as it appears on the stock certificate *If signer s name is different from the listed stockholder Any person signing in a representative capacity must include a corporate resolution, partnership agreement, trust documents or other applicable documentation that authorizes this individual to sign on behalf of the entity. Subscribed and sworn to before me this day of, 20. Notary Public: My Commission Expires: NOTARY SEAL

7 EXHIBIT B CORPORATE STOCK RESOLUTION Corporate Resolutions are required for shares held in an entity name rather than an individual name. At a meeting of the Director(s) of (Name of Company/Corporation held at (location) duly called and held on (meeting date) RESOLVED THAT (Name), (Title of Individual executing P/A) be, and is hereby authorized and empowered to sell, assign and transfer (Number of shares) of (Name of Security) with a coat basis of, and for the purpose of aforesaid to execute on behalf of the Company, all such conveyance, transfers and other documents as the said person may deem advisable, and to affix thereto the Corporate Seal of the Company to attest the same by his signature as an Officer of the Company, and to deliver the said documents as an Act and Deed of this Company. The Officers and Directors as set forth below are a complete list of all Officers and Directors and I certify that they are not affiliates of the corporation in which this transfer is requested. Name: Position Name: Position Name: Position Name: Position I,, Secretary of the above Company DO CERTIFY that the above is true copy from Minutes of said Meeting of the Board of Directors and a true copy of the whole of said Resolution is full force and effect as of the date hereof. Signed by (Name), at (location) this day of, 20. I hereby certify that I am the sole signing officer Secretary I/We hereby guarantee that there is no Corporate Seal. SEAL

8 EXHIBIT C BROKER REP LETTER TEMPLATE [DATE] Manhattan Transfer Registrar Company 531 Cardens Court Erie CO Re: Non-Affiliate Sale pursuant to Rule 144(b)- [STOCKHOLDER NAME] Dear [NAME]: Our customer, [STOCKHOLDER NAME], intends to sell [#] shares, par value [#], of the common stock of [ISSUER], on [DATE] or prior to the due date of the next required public filing with the Securities Exchange Commission, through our Firm pursuant to Rule 144(b). In addition, [BROKER] will sell these securities in compliance with the provisions contained within Rule 144, including the following manner of sale provisions: 1. It did no more than execute the order(s) as agent for the seller and received no more than the usual and customary broker's commission; or in riskless principal transactions meeting the requirements of paragraph (t) of Rule 144; or it acted as a "market maker" as it is defined in section 3(a)(38) of the Securities Exchange Act of 1934; 2. It did not solicit or arrange for the solicitation of customer's order to buy these securities in anticipation of or in connection with the order; 3. It is not aware, after reasonable inquiry; of circumstances indicating that the Seller is an Underwriter with respect to the securities or that the order is part of a distribution of securities of the Company Please note that certificate [#] for [NUMBER] shares will be presented to the transfer agent for this transaction. Should you require further information, please feel free to contact me at [PHONE NUMBER] or via at [ ADDRESS]. [SALUTATION]