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EXHIBIT 10.22
FORM OF
FIRST AMENDMENT TO
LOCK-UP AND REGISTRATION RIGHTS AGREEMENT
This First Amendment to Lock-Up and Registration Rights Agreement
(this "Amendment No. 1") dated as of July ___, 1997 is by and among STAFFMARK,
INC., a Delaware corporation ("STAFFMARK"), _________________________________
(collectively, the "STOCKHOLDERS").
RECITALS
WHEREAS, the STOCKHOLDERS were the initial stockholders of STAFFMARK
and owned all the issued and outstanding shares of STAFFMARK common stock prior
to STAFFMARK's initial public offering (the "IPO"), as set forth in Schedule A
attached hereto (adjusted for the pre-IPO split), (collectively, "StaffMark
Stock");
WHEREAS, in order to facilitate the consummation of this Amendment No.
1 to the Lock-Up and Registration Rights Agreement dated as of September 20,
1996, (the "Lock-Up Agreement") and the consummation of the secondary public
offering of STAFFMARK Stock, the STOCKHOLDERS have agreed to certain conditions
as set forth herein; and
WHEREAS, the parties to this Amendment No. 1 desire to amend and
restate certain of the transfer restrictions applicable to the shares of
StaffMark Stock as set forth in the Lock-Up Agreement, as well as certain of
the registration rights provisions included in the Lock-Up Agreement; and
WHEREAS, the parties, being duly authorized, (including approval by
the Board of Directors for the corporate parties hereto) desire to enter into
this Amendment No. 1 to reflect the foregoing, and for the other purposes
hereinafter set forth;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained in this
Amendment No. 1, STAFFMARK and the STOCKHOLDERS agree as follows:
1. Definitions in this Amendment No. 1. Capitalized terms used in
this Amendment No. 1 and not otherwise defined in it shall have the meanings
ascribed to such terms in the Lock-Up Agreement (as modified by this Amendment
No. 1), and the definitions of such terms in the Lock-Up Agreement are
incorporated by reference in this Amendment No. 1. The following defined terms
have the meanings ascribed thereto:
"First Release Amount" means the number of shares of STAFFMARK
Stock equal to the product of: (x) ten percent (10%) times (y)
the number of shares of STAFFMARK Stock issued to the
STOCKHOLDERS pursuant to the Merger that
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are then beneficially owned by the STOCKHOLDERS as of the
first day of the First Release Period."
"First Release Date" means the first business day following
the date that STAFFMARK publicly releases its revenues and
earnings for the quarterly period ending on March 31, 1998."
"Primary Registration Statement" means the first registration
statement filed with the SEC pursuant to the 1933 Act by
STAFFMARK which: (i) is subsequent to the Registration
Statement; (ii) includes only shares of STAFFMARK Stock; (iii)
is a "for cash" offering by StaffMark; and (iv) is
underwritten on a "firm commitment" basis."
"Second Release Amount" means the number of shares of
STAFFMARK Stock equal to the product of: (x) twenty percent
(20%) times (y) the share amount equal to (A) all of the
shares of the STAFFMARK Stock issued to the STOCKHOLDERS who
are Stockholder Affiliates pursuant to the Merger that are
then beneficially owned by the STOCKHOLDERS who are
Stockholder Affiliates as of the Second Release Date less (B)
the aggregate number of shares of STAFFMARK Stock comprising a
portion of the First Release Amount that is attributable to
the STOCKHOLDERS who are Stockholder Affiliates."
"Second Release Date" means the first business day following
the date that STAFFMARK publicly releases its revenues and
earnings for the quarterly period ending on September 30,
1998."
"Stockholder Affiliate" means any stockholder of STAFFMARK as
of June 10, 1997, who is either: (i) a director of STAFFMARK;
(ii) an executive officer of STAFFMARK as that term is defined
in Rule 3(b)(7) promulgated under the 1934 Act; or (iii) a ten
percent (10%) stockholder of STAFFMARK as of June 10, 1997."
"Stockholder Affiliate Aggregate Amount" means the number of
shares of STAFFMARK common stock equal to the product of: (x)
one percent (1%) times (y) the total issued and outstanding
shares of STAFFMARK common stock (including shares of
STAFFMARK common stock reserved for issuance pursuant to
options that have been granted and which are exercisable under
the STAFFMARK 1996 Stock Option Plan) as of July 9, 1997."
"Stockholder Affiliate Amount" means the number of shares of
STAFFMARK Stock equal to: (x) ten percent (10%) times (y) the
total number of shares of STAFFMARK Stock owned by a
Stockholder Affiliate as of July 9, 1997 (including shares of
STAFFMARK Stock underlying options granted thereto and which
are exercisable under the STAFFMARK 1996 Stock Option Plan)."
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"Third Release Amount" means the number of shares of STAFFMARK
Stock equal to the product of: (x) forty percent (40%) times
(y) the share amount equal to (A) all of the shares of
STAFFMARK Stock issued to the STOCKHOLDERS who are Stockholder
Affiliates pursuant to the Merger that are then beneficially
owned by the STOCKHOLDERS who are Stockholder Affiliates as of
the Third Release Date less the sum of (B) the aggregate
number of shares of STAFFMARK Stock comprising a portion of
the First Release Amount that are attributable to the
STOCKHOLDERS who are Stockholder Affiliates plus (C) the
Second Release Amount."
"Third Release Date" means the first business day following
the date that STAFFMARK publicly releases its revenues and
earnings for the quarterly period ending on March 31, 1999."
"Window Amount" means the number of shares of STAFFMARK Stock
equal to the product of: (x) ten percent (10%) times (y) the
number of shares of each STOCKHOLDER's STAFFMARK Stock issued
to such STOCKHOLDER pursuant to the Merger that are
beneficially owned by such STOCKHOLDER as of the first day of
the Window Period, subject to the provisions of Rule 144
promulgated under the 1933 Act."
"Window Period" means the thirty (30) day calendar period
beginning on the first business day following the date that
STAFFMARK files its Form 10-Q with the SEC for the quarterly
period ending on September 30, 1997."
2. Transfer Restrictions. Section 1.1 of the Lock-Up Agreement is
hereby amended in its entirety, to read as follows:
"(a) Except for transfers to immediate family members who
agree to be bound by the restrictions set forth in the Lock-Up Agreement (as
modified by this Amendment No. 1) (or trusts for the benefit of the
STOCKHOLDERS or family members, the trustees of which so agree or family
limited partnership), for a period of two (2) years from the Closing for all of
the STOCKHOLDERS, other than the Stockholder Affiliates and for a period of
three (3) years from the Closing for all of the Stockholder Affiliates, except
pursuant to either Section 1(b), 1(c) or Section 2.1 or 2.2 hereof, or in the
event of death of any STOCKHOLDER, none of the STOCKHOLDERS shall sell,
exchange, transfer, or otherwise dispose of (a) any shares of StaffMark Stock,
or (b) grant any interest (including, without limitation, an option to buy or
sell) in any such shares of StaffMark Stock, in whole or in part, and no such
attempted transfer shall be treated as effective for any purpose. The
certificates representing shares of StaffMark Stock owned by Stockholders who
are not Stockholder Affiliates as of the date of this Amendment No. 1 shall
retain the legend or legends currently included on such certificates. The
certificates evidencing the StaffMark Stock that are owned by Stockholder
Affiliates will be promptly returned following the date of this Amendment No.
1 to STAFFMARK's outside counsel who
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will then promptly forward such certificates to the transfer agent, such that
new certificates bearing a legend substantially in the form set forth below and
containing such other information as STAFFMARK may deem reasonably necessary or
appropriate may be included on such replacement certificates, whereupon such
replacement certificates shall be promptly returned by the transfer agent to
such Stockholder Affiliates:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
EXCHANGED, TRANSFERRED, OR OTHERWISE DISPOSED OF, AND THE
ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED
SALE, EXCHANGE, TRANSFER, OR OTHER DISPOSITION PRIOR TO [THIRD
ANNIVERSARY OF CLOSING DATE]. UPON THE WRITTEN REQUEST OF THE
HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS
RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH THE
TRANSFER AGENT) AFTER THE DATE SPECIFIED ABOVE.
(b) Notwithstanding the restrictions in Section 1(a) above,
during the Window Period, each of the STOCKHOLDERS may sell their Window Amount
(but are not hereby agreeing to sell, are not required to sell and/or are not
committing to sell any or all of their Window Amount), subject to the following
requirements:
(i) each STOCKHOLDER, if any, electing to make such a
sale shall do so in a block trade during the Window Period with an entity that
qualifies as a block trade positioner (as that term is defined and/or
interpreted under the federal securities laws and the rules and regulations
promulgated thereunder) who is experienced in block trade transactions;
(ii) each STOCKHOLDER, if any, electing to make such
a sale shall provide STAFFMARK with written notice of his, her or its intent to
sell within five (5) calendar days prior to the beginning date of the Window
Period;
(iii) each STOCKHOLDER, if any, electing to make such
a sale will be required to pay such STOCKHOLDER's portion of any and all
discounts and commissions of the block trade positioner out of the proceeds of
any such sale; and
(iv) each STOCKHOLDER, if any, shall comply with the
applicable federal and state securities laws including the rules and
regulations promulgated thereunder, and promptly execute and deliver all
certificates and documents relating thereto, as well as any certificates and
documents reasonably requested by STAFFMARK and/or the block trade positioner
to effect the sales of StaffMark Stock made pursuant to this Section 15(b), if
any.
Subject to compliance by the STOCKHOLDERS of the foregoing requirements of this
Section 15(b) and the federal and state securities laws including the rules and
regulations promulgated thereunder, applicable to STAFFMARK, STAFFMARK
covenants and agrees to provide the STOCKHOLDERS with a listing of certain
entities that STAFFMARK reasonably believes may
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qualify as a block trade positioner and to cooperate in any ministerial
capacity with the block trade positioner in connection with sales by the
STOCKHOLDERS under this Section 15(b), if any.
(c) STAFFMARK hereby covenants and agrees as follows with
respect to certain shares of the StaffMark Stock held by the STOCKHOLDERS:
(i) on the First Release Date, STAFFMARK will release
and remove the two (2) year and three (3) year transfer restrictions in Section
1(a), as applicable, to each and every share of StaffMark Stock that comprises
the First Release Amount;
(ii) on the Second Release Date, STAFFMARK will
release and remove the three (3) year transfer restriction in Section 1(a) to
each and every share of StaffMark Stock that comprises the Second Release
Amount; and
(iii) on the Third Release Date, STAFFMARK will
release and remove the three (3) year transfer restriction in Section 1(a) to
each and every share of StaffMark Stock that comprises the Third Release
Amount.
In order for STAFFMARK to fulfill its covenants and agreements to remove the
restrictions on transfer as described in this Section 1(c), each of the
STOCKHOLDERS as to the First Release Amount and each of the Stockholder
Affiliates as to the Second Release Amount and Third Release Amount, as
applicable, agree to provide STAFFMARK an instruction letter in the form
attached hereto as Schedule "A", and incorporated herein by reference, with the
certificates representing shares which the STOCKHOLDERS or the Stockholder
Affiliates desire to have released from the aforesaid restrictions. The
instruction letter may be delivered at any time after the date on which any
shares of StaffMark Stock become eligible for release and removal of the
foregoing transfer restrictions in accordance with the sequential release dates
noted above. Upon receipt of the instruction letter and the certificates,
STAFFMARK will promptly forward to its transfer agent the certificates and
instruct the transfer agent to remove the restrictive legend on those number of
shares that constitute each STOCKHOLDER's or Stockholder Affiliate's release
amount and promptly return such shares to each STOCKHOLDER or Stockholder
Affiliate, as applicable. For informational purposes, StaffMark agrees to
provide written notice to each of the STOCKHOLDERS or Stockholder Affiliates,
as applicable, of each respective release date within twenty-four (24) hours of
such release dates. Failure of StaffMark to provide the informational notice
shall in no way diminish, reduce or in any way limit the STOCKHOLDERS or
Stockholder Affiliates' right to have such transfer restrictions removed as
described above.
(d) In order to facilitate an orderly distribution of any shares
of StaffMark Stock for which transfer restrictions have been released and
removed in accordance with Section 1(c), the STOCKHOLDERS agree to provide
StaffMark prior written notice of any such sale at least five (5) business days
prior to the date of such proposed sale. If any of the STOCKHOLDERS or
Stockholder Affiliates, as applicable, desire to sell any of the shares for
which transfer restrictions have been released and removed, as provided herein,
then such STOCKHOLDERS
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or Stockholder Affiliates, as applicable, agree to cooperate with the Company
to ensure as orderly a distribution process for any such sales as is reasonably
practicable."
3. Piggyback Registration Rights. Section 2.1 of the Lock-Up
Agreement is hereby amended in its entirety, to read as follows:
"(a) Whenever STAFFMARK believes that it may file the Primary
Registration Statement, STAFFMARK shall give each of the STOCKHOLDERS prompt
written notice of its intent to do so. Upon the written request of any of the
STOCKHOLDERS given within thirty (30) days after receipt of such notice,
STAFFMARK shall cause to be included on the Primary Registration Statement all
of the StaffMark Stock owned by the Stockholders immediately prior to the IPO
("Registrable Securities") which any such STOCKHOLDER requests; provided,
however, that STAFFMARK shall have the right in its sole discretion to reduce
the number of Registrable Securities under all or any combination of the
scenarios in (i)-(iv) below, in the aggregate or as to certain STOCKHOLDERS, as
follows:
(i) in the opinion of tax counsel to STAFFMARK or its
independent accountants, jeopardize the status of the transactions contemplated
by the Amended Agreement and by the Registration Statement as a tax-free
reorganization;
(ii) if STAFFMARK is advised in writing in good faith
by the managing underwriter of the Primary Registration Statement that the
number of securities to be sold by persons other than STAFFMARK is greater than
the number of shares which can be offered without adversely affecting the
closing of the Primary Registration Statement public offering, STAFFMARK may
reduce pro rata the number of shares offered for the accounts of such persons
(based upon the number of shares held by such person) to a number deemed
satisfactory by such managing underwriter; provided, however, that such
reduction shall first be made by reducing the number of shares to be sold by
persons other than STAFFMARK, and the FOUNDING COMPANY HOLDERS or persons with
registration rights equal to those of the FOUNDING COMPANY HOLDERS. FOUNDING
COMPANY HOLDERS other than pursuant to a REORGANIZATION AGREEMENT shall not be
included in determining the pro rata number of shares which can be offered by
other FOUNDING COMPANY HOLDERS or persons with registration rights equal in
right to those of the FOUNDING COMPANY HOLDERS.
(iii) in the event the amount of Registrable
Securities to be included on the Primary Registration Statement for each
Stockholder Affiliate exceeds the Stockholder Affiliate Amount applicable to
such Stockholder Affiliate, unless the Primary Registration Statement is
declared effective by the SEC subsequent to the first day of the Window Period,
in which case, this limitation shall not apply; and/or
(iv) in the event the aggregate amount of Registrable
Securities for all of the Stockholder Affiliates to be included on the Primary
Registration Statement exceeds the Stockholder Affiliate Aggregate Amount,
unless the Primary Registration Statement is declared
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effective by the SEC subsequent to the first day of the Window Period, in which
case, this limitation shall not apply.
A STOCKHOLDER may at any time prior to the effectiveness of the Primary
Registration Statement withdraw Registrable Shares held by it from the public
offering. The fact that any shares of StaffMark Stock have been the subject of
a request for registration pursuant to this Section 2.1, shall not prevent such
shares from being the subject of a future request for registration pursuant to
this Section 2.1, if for any reason such shares were not included in the
Primary Registration Statement.
(b) At any time following the earlier of the closing of the
public offering made via the Primary Registration Statement or the withdrawal
of the Primary Registration Statement by STAFFMARK for any reason, whenever
STAFFMARK proposes to register any StaffMark Stock for its own or others
account under the 1933 Act for a public offering, other than: (i) any
registration of shares or the sale of shares to be used as consideration for
acquisitions of previously acquired or subsequently acquired businesses by
STAFFMARK; and (ii) any registration of shares relating solely to employee
benefit plans, STAFFMARK shall give each of the STOCKHOLDERS prompt written
notice of its intent to do so. Upon the written request of any of the
STOCKHOLDERS given within 30 days after receipt of such notice, STAFFMARK shall
cause to be included in such registration all of the StaffMark Stock, other
than shares sold pursuant to the Primary Registration Statement, if any, (the
"Other Registrable Securities") which any such STOCKHOLDER requests; provided,
however, that STAFFMARK shall have the right to reduce the number of shares
included in such registration to the extent that inclusion of such shares
could, in the opinion of tax counsel to STAFFMARK or its independent
accountants, jeopardize the status of the transactions contemplated hereby and
by the Registration Statement as a tax- free organization.
(c) If a STOCKHOLDER requests inclusion of any shares of the
Other Registrable Securities in a registration and if the public offering is to
be underwritten, STAFFMARK will request the underwriters of the offering to
purchase and sell such shares of the Other Registrable Securities. If
STAFFMARK is advised in writing in good faith by any managing underwriter of an
underwritten offering of the securities being offered pursuant to any
registration statement under this Section 2.1 that the number of shares to be
sold by persons other than STAFFMARK is greater than the number of such shares
which can be offered without adversely affecting the public offering, STAFFMARK
may reduce pro rata the number of shares offered for the accounts of such
persons (based upon the number of shares held by such person) to a number
deemed satisfactory by such managing underwriter; provided, however, that, for
each such offering made by STAFFMARK after the Primary Registration Statement,
such reduction shall be made first by reducing the number of shares to be sold
by persons other than STAFFMARK, and the FOUNDING COMPANY HOLDERS or persons
with registration rights equal to those of the FOUNDING COMPANY HOLDERS.
FOUNDING COMPANY HOLDERS other than pursuant to a REORGANIZATION AGREEMENT
shall not be included in determining the pro rata number of shares which can be
offered by other FOUNDING COMPANY HOLDERS or
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persons with registration rights equal in right to those of the FOUNDING
COMPANY HOLDERS."
4. Registration Procedures. Section 2.2 of the Amended Agreement is
amended in its entirety, to read as follows:
"STAFFMARK will bear all expenses incurred in connection with
each registration statement filed in accordance with Section 2.1 and any action
taken by STAFFMARK in conjunction with the offering made pursuant to such
registration statement (including the expense of preparing and filing of such
registration statement, furnishing of such number of copies of the prospectus
included therein as may be reasonably required in connection with the offering,
printing expenses, fees and expenses of independent certified public
accountants (including the expense of any audit), qualification of such
offering under such state securities laws as the holders of shares of StaffMark
Stock shall reasonably request, and payment of the fees and expenses of counsel
for STAFFMARK, but excluding underwriting commissions and discounts).
If and whenever STAFFMARK is required to effect or cause the
registration of any shares of StaffMark Stock under Section 2.1, then STAFFMARK
will, as expeditiously as possible:
(a) Prepare and file with the SEC an appropriate registration
statement with respect to such shares of StaffMark Stock and use its best
efforts to cause such registration statement to become effective; provided,
however, that before filing a registration statement or prospectus or any
amendments or supplements thereto, STAFFMARK will furnish the STOCKHOLDERS with
copies of all such documents proposed to be filed;
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith and use its best efforts to cause such registration
statement to be declared effective and as to registration statements other than
the Primary Registration Statement, cause each such registration statement to
remain effective for a period of at least sixty (60) days (or such shorter
period during which holders shall have sold all shares which they requested to
be registered) and to comply with the provisions of the 1933 Act (to the extent
applicable to STAFFMARK) with respect to the disposition of all securities in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement;
(c) Furnish to each STOCKHOLDER selling shares of StaffMark
Stock such number of copies of the registration statement and of each amendment
and supplement thereto (in each case including all exhibits), such number of
copies of the prospectus included in such registration statement (including
each preliminary prospectus), in conformity with the requirements of the 1933
Act and the regulations thereunder and such other documents, as each seller may
reasonably request in order to facilitate a public sale or other disposition of
the shares of StaffMark Stock;
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(d) Use its best efforts to register or qualify the shares of
StaffMark Stock covered by such registration statement under the securities or
blue sky laws of such states as any selling STOCKHOLDER reasonably requests,
and do any and all other acts and things which may be reasonably necessary or
advisable to enable such seller to consummate the public sale or other
disposition in such jurisdictions of shares of StaffMark Stock owned by such
STOCKHOLDER, except that STAFFMARK will not be required to qualify generally to
do business as a foreign corporation in any state wherein it would not buy for
the requirements of this subparagraph be obligated to be qualified, to subject
itself to taxation in any such state, or to consent to general service of
process in any such state;
(e) Notify each STOCKHOLDER selling shares of StaffMark Stock
covered by such registration statement, at any time when a prospectus relating
thereto is required to be delivered under the 1933 Act, of this happening of
any event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing. At the request of any such STOCKHOLDER, STAFFMARK will prepare
and furnish to each STOCKHOLDER a reasonable number of copies of a supplement
or an amendment of such prospectus as may be reasonably necessary so that, as
thereafter delivered, such prospectus will not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing;
(f) Cause all shares of StaffMark Stock covered by such
registration statement to be listed on securities exchanges on which similar
securities issued by STAFFMARK are then listed, if any;
(g) Provide a transfer agent and registrar for all shares of
StaffMark Stock covered by such registration statement not later than the
effective date of such registration statement;
(h) Enter into such customary agreements (including an
underwriting agreement in customary form with underwriters) and take such other
reasonable and customary action necessary to facilitate the disposition of the
shares of StaffMark Stock being sold; and
(i) Make available for inspection by any seller (upon the
reasonable request of any such seller) of shares of StaffMark Stock covered by
such registration statement, by any underwriter participating in any
disposition to be effected pursuant to such registration statement and by any
attorney, accountant or other agent retained by any such seller or any such
underwriter, all financial and other records, pertinent corporate documents and
properties of STAFFMARK, and cause all of STAFFMARK's officers, directors and
employees to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement."
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5. Availability of Rule 144. Section 3 of the Lock-Up Agreement is
amended in its entirety, to read as follows:
"Notwithstanding any other provision of Section 2.1 and/or 2.2
of the Lock-Up Agreement (as modified by this Amendment No. 1), STAFFMARK shall
not be obligated to register any shares of StaffMark Stock held by any
STOCKHOLDER pursuant to the Lock-Up Agreement (as modified by this Amendment
No. 1), if the StaffMark Stock owned by each Stockholder immediately prior to
the IPO may be sold in the public market without registration under the 1933
Act pursuant to Rule 144(k) in effect as of the date of this Amendment No. 1
and any applicable state securities laws."
6. All Other Provisions of the Lock-Up Agreement Unaffected. Except
as expressly amended by this Amendment No. 1, each and all of the provisions
of the Lock-Up Agreement shall remain unaffected by this Amendment No. 1, and
shall continue unabated and in full force and effect without any diminution,
modification, amendment or restriction whatsoever.
7. Board Approval. Each of the parties represents and warrants to the
other that its execution, delivery, and performance of this Amendment No. 1 has
been duly authorized (as to the corporate parties hereto by their respective
Board of Directors).
8. Counterparts. This Amendment No. 1 may be executed in any number
of counterparts (including execution by facsimile), each of which will
constitute an original document, and all of which, together, will constitute
one and the same agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
executed and delivered to one another on and as of the date first written
above.
STAFFMARK, INC.
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Xxxxx X. Xxxxxx,
President and Chief Executive Officer
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SCHEDULE A
Stockholder Name Certificate Number Number of Shares
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