EXHIBIT 7
Form of Transfer Agent and Registrar Agreement between the
Registrant and Corporate Stock Transfer, Inc.,
including a specimen form of Common Stock Certificate
[LOGO OF Corporate Stock Transfer]
Resolution of Appointment
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CERTIFIED COPY OF RESOLUTION
OF APPOINTMENT OF THE
BOARD OF DIRECTORS
OF
United Financial Mortgage Corp.
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(Name of Company)
RESOLVED:
I. That Corporate Stock Transfer, Inc., (a Colorado corporation), ("CST")
be and hereby is appointed Transfer Agent and Registrar of the following shares
of the stock of United Financial Mortgage Corp., an Illinois corporation, the
"Corporation". Units consisting of one (1) share of Common Stock, no par value
and Class A Redeemable Common Stock Purchase Warrant
Class of Stock and Par Value Shares Covered by this Agreement
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II. That CST be and hereby is authorized to issue, register, and
countersign certificates of said stock of this Corporation in such names and for
such numbers of shares up to the full amount of such stock which is authorized
but unissued and to deliver such certificates as may be directed by resolution
of the Board of Directors or by written order of the President or a Vice
President and Secretary or Assistant Secretary or Treasurer and an opinion of
counsel in form and substance satisfactory to it and such other documentation as
it may require.
III. That CST be and hereby is authorized to accept for transfer and
registration any outstanding certificates of said stock of this Corporation
properly endorsed and stamped as required by law, and to issue, register and
countersign new certificates for a like number of shares of the same class of
stock in place thereof and to deliver such new certificates.
IV. That CST may use its own judgment in matters affecting its duties
hereunder and shall be liable only for its own willful default or negligence,
and that this Corporation indemnify and hold harmless CST for each act done by
it in good faith in reliance upon any instrument or stock certificate believed
by it to be genuine and to be signed, countersigned or executed by any person or
persons authorized to sign, countersign or execute the same.
V. That any certificates of the said stock issued, registered and
countersigned by CST shall bear the actual or facsimile signature of the present
or any future President, or Vice President and the Secretary or Asst. Secretary
or __________ and the actual or facsimile seal of this Corporation. Should any
officer die, resign or be removed from office prior to the issuance of any
certificates of stock which bear his signature, CST may continue, until written
notice to the contrary is received, to issue and register such certificates as
and for the stock certificates of this Corporation notwithstanding such death,
resignation or removal, and such certificates when issued, and registered shall
continue to be and to constitute valid certificates of stock of this
Corporation.
VI. That CST shall issue and register a new certificate or certificates of
said stock in lieu of lost, destroyed or stolen certificate or certificates of
such stock upon the order of the Corporation, evidenced by a certified copy of a
resolution of the Board of Directors, or written direction of the President or a
Vice President or Secretary or Treasurer, and upon the giving of a bond
satisfactory to CST, protecting it from any loss.
VII. That CST is authorized and directed to open and maintain such ledgers
and other books and to keep such records as may be required or deemed advisable
in the performance of its agency.
VIII. That this appointment and the authorizations contained in these
resolutions shall cover and include any additional shares of said class of stock
which may hereafter be authorized by the Corporation.
IX. That when certificates of this Corporation's stock shall be presented
to it for transfer and registration, CST is hereby authorized to refuse to
transfer and register the same until it is satisfied that the requested transfer
is legally in order; and it shall incur no liability for the refusal, in good
faith, to make transfers which it, in its judgment, deems improper or
unauthorized. CST must rely upon the Uniform Commercial Code in effecting
transfers, or delaying or refusing to effect transfers.
[LOGO OF Corporate Stock Transfer]
Indemnity Agreement
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AGREEMENT TO INDEMNIFY TRANSFER AGENT
IN CONSIDERATION of Corporate Stock Transfer, a Colorado corporation
("CST"), to act as Transfer Agent and Registrar for United Financial Mortgage
Corp., an Illinois corporation ("Corporation"), Corporation assumes full
responsibility and agrees to indemnify and save harmless CST from and against
all liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every kind, nature and character, which CST may incur as a result of
acting as Corporation's "Transfer Agent and Registrar."
The responsibility of the Corporation to indemnify, hold harmless and
contribute as herein provided is limited to acts which were conducted by CST in
good faith.
CST may request Corporation to post collateral which is sufficient in the
opinion of CST or its counsel to secure this indemnity agreement. CST shall not
be under any obligation to prosecute or to defend any action or suit in respect
to the Transfer Agent and Registrar relationship between CST and the Corporation
which, in the opinion of CST's counsel, may involve an expense or liability on
behalf of or against CST, unless the Corporation shall, when such occasion
arises, furnish CST with satisfactory security for such expense or liability.
Additionally, Corporation grants CST the following rights and remedies:
1. Right of contribution to CST by Corporation for amounts paid to
third parties, based on an act or acts of CST as Transfer Agent and
Registrar;
2. CST may request opinion of counsel when CST requires, relative to
any matter which may arise in the performance of CST's duties as
Corporation's Transfer Agent and Registrar, which opinion shall be
at the expense of the Corporation;
3. A security interest in any books and records of Corporation which
are in the possession of CST; and
4. Right to obtain for Corporation any books, records, or memoranda
which are required by CST in defense of any claim which may arise
in the performance of CST's duties as Transfer Agent and Registrar.
Dated this 3rd day of December, 1993.
ATTEST: United Financial Mortgage Corp.
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(Company Name)
/s/ Xxxxxx Xxxxxxxx By /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx Secretary Xxxxxx Xxxxxxxx President
Republic Plaza 370 17th Street/Suite 2350 Xxxxxx, XX 00000-0000
Telephone (000) 000-0000 Fax (000) 000-0000
X. That when CST deems it expedient it may apply to this Corporation, or
the counsel for this Corporation, or to its own counsel for instructions and
advice; that this Corporation will promptly furnish or will cause its counsel to
furnish such instructions and advice, and, for any action taken in accordance
with such instructions or advice, or in case such instructions and advice shall
not be promptly furnished as required by this resolution, this Corporation will
indemnify and hold harmless CST from any and all liability, including attorney's
fees and court costs. CST may, at its discretion, but shall have no duty to
prosecute or defend any action or suit arising out of authorizations hereby
granted unless this Corporation shall, when requested, furnish it with funds or
the equivalent to defray the costs of such prosecution or defense.
XI. That CST may deliver from time to time at its discretion, to this
Corporation, for safekeeping or disposition by this Corporation in accordance
with law, such records accumulated in the performance of its duties as it may
deem expedient, and this Corporation assumes all responsibility for any failure
thereafter to produce any paper, record or document so returned if, and when,
required.
XII. That CST is authorized to forward certificates of Stock, Scrip and
Warrants of this Corporation issued on transfer or otherwise by first class mail
under a blanket bond of indemnity covering the non-receipt of such Stock, Scrip
and Warrants by any of the stockholders of this Corporation, in which bond this
Corporation and CST are directly or indirectly named as obligees:
That in the event of non-receipt by any stockholder of this Corporation of
certificates of Stock, Scrip and Warrants so mailed. CST is authorized to issue
and register new certificates of said Stock, Scrip and Warrants for a like
amount in place thereof, upon receipt from the stockholders of an affidavit and
proof of loss provided for under said blanket bond and the issuance by the
Surety Company of an assumption of the loss under said blanket bond, all without
further action or approval of the Board of Directors or the officers of this
Corporation.
XIII. That the proper officers of this Corporation be and they hereby are
authorized and directed to deliver to CST a sufficient supply of blank stock
certificates and to renew such supply from time to time upon request of CST and
to pay CST its prevailing fees and reimburse it for disbursements incurred by it
when and as the same are billed to this Corporation, which, to the extent such
fees and disbursements remain unpaid, hereby grants to CST a lien on the books,
records and other property of this Corporation in the custody or possession of
CST.
XIV. That CST is hereby authorized without any further action on the part
of this Corporation to appoint as successor Transfer Agent and Registrar any
corporation or company which may succeed to the business of CST by merger,
consolidation or otherwise (such corporation or company being hereinafter called
the "Successor"); the Successor to have the same authority and appointment
contained in this resolution as if this Corporation itself had appointed it
Transfer Agent and Registrar. The Successor shall, when appointed, be the Agent
of this Corporation and not an Agent of Corporate Stock Transfer, Inc.
XV. That the Secretary or Assistant Secretary be and hereby are instructed
to certify a copy of these resolutions under the seal of this Corporation and to
lodge the same with CST, together with such certified documents, opinions of
counsel, certificates, specimen signatures of officers and information as CST
may require in connection with its duties to give the Transfer Agent and
Registrar and immediately upon any change therein which might affect CST in its
duties to give the Transfer Agent and Registrar written notice thereof and to
furnish such additional certified documents, certificates, Specimen signatures
of officers and information as CST may require it, being understood and agreed
that CST shall be fully protected and held harmless for the failure of this
Corporation to give proper and sufficient Notice of any such change.
XVI. I have read and understand the Resolution of Appointment and the Fee
Documents. I agree to all terms as stated.
WITNESS my hand and the seal of the Corporation this 3rd day of December, 1993.
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CORPORATE SEAL /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx Secretary
Subscribed and sworn to before me this 3rd day of December, 1993.
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SEAL /s/ Xxxxxx X. Xxxx
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Notary Public
[LOGO Corporate Stock Transfer]
Certificate of Secretary
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I, Xxxxxx Xxxxxxxx, Secretary of United Financial Mortgage Corp., a
corporation duly organized and existing under the laws of the State of Illinois.
DO HEREBY CERTIFY:
A. That the foregoing is a true copy of a certain Resolution appointing
Corporate Stock Transfer, Inc., a Colorado corporation, as the Corporation's
Transfer Agent and Registrar, duly adopted, in accordance with the By-Laws, by
the Board of Directors of the said Corporation, at, and recorded in the minutes
of a meeting of the said Board duly held on December 3, 1993, and of the whole
of the said Resolution, and that the said Resolution has not been rescinded or
modified.
B. That, accompanying this Certificate are:
(1) A copy of the Charter or Certificate of Incorporation of the said
Corporation, with all amendments to date, duly certified under
official seal by the Secretary of State of the State of
Incorporation or other appropriate official;
(2) A true and complete copy of the By-Laws of the said Corporation, as
at present in force;
(3) A signature card bearing the names and specimen signatures of all
the officers of the said Corporation;
(4) Specimens of certificates of each denomination and class of stock of
the said Corporation in the form adopted by the said Corporation;
and
(5) An opinion by counsel for the Corporation covering the validity of
the Corporation's organization and continuing existence, the
adoption of the forms of stock certificates by the Board of
Directors of the Corporation, the validity of the outstanding shares
referred to in the above-mentioned Resolution and their registration
or exemption from registration under the Securities Act of 1933, as
amended.
(6) A list of stop transfer orders in effect against outstanding
certificates showing the reasons such stop transfer orders were
placed and describing any certificates issued as replacements for
those reported lost, stolen or destroyed.
(7) A copy, certified by the President of the Corporation, of the
Agreement to Indemnify Transfer Agent.
(8) A copy of the Form of Resolution for use of Blanket Transfer Agent
Bond of Indemnity for lost, stolen, etc., stock.
C. That the total authorized stock of the said Corporation is 25,000,000
shares, divided into
20,000,000 Shares of Common Stock of No Par Value each;
5,000,000 Shares of Preferred Stock of No Par Value each;
__________ Shares of _________ Stock of ______ Par Value each;
That of the said authorized stock, there are now issued:
4,200,420 Shares of the said Common Stock
100 Shares of the said Preferred Stock
__________ Shares of the said _________ Stock
Republic Plaza 370 17th Street/Suite 2350 Xxxxxx, XX 00000-0000
Telephone (000) 000-0000 Fax (000) 000-0000
That such issue has been duly authorized, and that all of the said shares are
fully paid.
D. That the CUSIP number of the Corporation is To be applied for (TBA)
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E. That the Corporation's IRS Employer Identification Number is 00-0000000
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F. That the Corporation's 1933 Act SEC File Number is TBA
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G. That the Corporation's 1934 Act SEC File Number is TBA
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H. That the following persons are duly elected and qualified officers of
the Corporation, presently holding the offices indicated, and that their
signatures as shown below are genuine:
TITLE NAME AND ADDRESS SIGNATURE
Chairman of the Board Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
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President Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
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Vice President
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Vice President
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Secretary Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
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Asst. Secretary
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Treasurer Xxxxxx Xxxxxxxx /s/ Xxxxxx Xxxxxxxx
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Asst. Treasurer
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Counsel Xxxxxx X. Xxxx, Esq.
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Address 0000 X. Xxxxxxxxx Xxxxxxx, Xxxxx #000, Xxxxxxxx, Xxxxxxxx 00000
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Telephone No. (000) 000-0000 Fax: (000) 000-0000
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Address of the Corporation 000 Xxxxxxxxxx Xxxxx, Xxxxx #000, Xxx Xxxxx,
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Xxxxxxxx 00000
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Telephone No. (000) 000-0000 Fax: (000) 000-0000
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IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
said Corporation this 3rd day of December, 1993.
(CORPORATE SEAL) /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx Secretary
[LOGO Corporate Stock Transfer]
Bond of Indemnity
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RESOLUTION FOR BOND OF INDEMNITY
CERTIFICATE OF SECRETARY
I, Xxxxxx Xxxxxxxx, Secretary of United Financial Mortgage Corp., a
corporation duly organized and existing under the laws of the State of Illinois,
hereby certify that the following is a true and correct extract from the minutes
of a meeting of the Board of Directors duly called and held on the 3rd day of
December, 1993, at which a quorum was present and voting throughout:
"WHEREAS, Corporate Stock Transfer, Inc., a Transfer Agent (hereinafter
called the "Transfer Agent") for the following described stock of this
corporation:
PAR VALUE CLASS
NONE COMMON STOCK
NONE PREFERRED STOCK
NONE CLASS A REDEEMABLE COMMON STOCK PURCHASE WARRANTS
may be called upon from time to time to issue replacements for certificates
of such stock which have been reported lost, destroyed, mutilated or
stolen, and the Transfer Agent may be called upon from time to time to
transfer such stock registered in the names of decedents whose estates are
not to be administered under the jurisdiction of a court; and
"WHEREAS, from time to time it may become necessary and appropriate for the
Transfer Agent to proceed with the replacement of lost, destroyed,
mutilated or stolen stock certificates outside of its arrangement with the
Surety Company, now therefore, be it
"RESOLVED, that in case application shall be made to the Transfer Agent for
the replacement of certificates of any of the above-described stock of this
corporation which have been reported lost, destroyed, mutilated or stolen,
or in case application be made to the Transfer Agent for the transfer of
such stock registered in the name of a decedent whose estate is not to be
administered under the jurisdiction of a court, the Transfer Agent is
authorized to proceed with such replacement and/or transfer, and the
Registrar for such stock, is authorized to register the newly issued
certificates, all without further authority from this Board, upon the
condition that a properly executed copy of the applicable Exhibit or
Exhibits called for by the Bond shall have been filed with this
corporation; and
"FURTHER RESOLVED, that the Transfer Agent is hereby authorized to issue,
and the Registrar to register stock certificates to replace those which may
be lost, destroyed, mutilated or stolen upon being furnished with a proof
of such loss, destruction, mutilation or theft and indemnity satisfactory
to them in a form other than that provided by the Surety Company, which
indemnity shall include this corporation as an obligee; and
"FURTHER RESOLVED, that these resolutions shall remain in full force and
effect until written notice of revocation thereof has been given by this
corporation to the Transfer Agent and to the Registrar."
IN WITNESS WHEREOF, I have hereunto affixed my signature and the seal of
the corporation this 3rd day of December, 1993.
/s/
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Secretary of
CORPORATE SEAL --------------------------------------
[CORPORATE STOCK TRANSFER LOGO]
Addendum to Fee Schedule
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COMPANY NAME: UNITED FINANCIAL MORTGAGE CORP.
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OFFICER: Xxxxxx Xxxxxxxx
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ON BEHALF OF, United Financial Mortgage Corp. I would like for Corporate Stock
Transfer to put into effect their "fee option" of a $1.00 credit per transfer,
thus by doing so, help offset our company's monthly maintenance charges.
SIGNED: /s/ Xxxxxx Xxxxxxxx
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DATED: December 3, 1993
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Republic Plaza 000 00xx Xxxxxx/Xxxxx 0000 Xxxxxx, XX 00000-0000 Telephone
(000)000-0000 Fax (000) 000-0000
[CORPORATE STOCK TRANSFER LOGO]
Addendum to Fee Schedule
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COMPANY NAME: UNITED FINANCIAL MORTGAGE CORP.
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OFFICER: Xxxxxx Xxxxxxxx
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ON BEHALF OF, United Financial Mortgage Corp. I would like for Corporate Stock
Transfer to put into effect their "fee option" of a $1.00 credit per transfer,
thus by doing so, help offset our company's monthly maintenance charges.
SIGNED: /s/ Xxxxxx Xxxxxxxx
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DATED: December 3, 1993
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Republic Plaza 000 00xx Xxxxxx/Xxxxx 0000 Xxxxxx, XX 00000-0000 Telephone
(000)000-0000 Fax (000) 000-0000
[CORPORATE STOCK TRANSFER LOGO]
Signatures
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SIGNATURES FOR STOCK CERTIFICATES
(White Paper, and black ink)
/s/ Xxxxxx Xxxxxxxx
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PRESIDENT
/s/ Xxxxxx Xxxxxxxx
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SECRETARY
0000 Xxxxxxxx/Xxxxx 0000 Xxxxxx, XX 00000-0000 Telephone (000) 000-0000
Fax (000) 000-0000
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[LOGO OF UNITED FINANCIAL MORTGAGE CORP.]
NUMBER United Financial SHARES
MORTGAGE CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF ILLINOIS
SEE REVERSE FOR
CERTAIN DEFINITIONS
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CUSIP
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This Certifies that
is the owner of
Fully Paid and Non-Assessable Shares of the Common Stock,
No Par Value Per Share, of
UNITED FINANCIAL MORTGAGE CORP.
transferable on the books of the Corporation by the holder himself in person or
by duly authorized attorney upon the surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to all the provisions of the Articles of Incorporation, as
amended, to all of which the holder by acceptance hereof asserts. This
Certificate is not valid unless countersigned by a Transfer Agent and registered
by the Registrar.
Witness, the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
[CORPORATE SEAL] /s/ Xxxxxx Xxxxxxxx
PRESIDENT/SECRETARY
Illinois United Financial Mortgage Corp.
COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
000 - 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000
By:
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Transfer Agent and Registrar Authorized Officer
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UNITED FINANCIAL MORTGAGE CORP.
Corporate Stock Transfer, Inc.
Transfer Fee: $10.00 Per Certificate
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws of regulations:
TBN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT - ............... Custodian for ..............
(Cust.) (Minor)
under Uniform Gifts to Minors
Act of .......................................
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF ASSIGNMENT
(To be executed by the registered holder if he desires to assign Warrants
evidenced by the within Warrant Certificate)
FOR VALUE RECEIVED __________________________________________ hereby sells,
assigns and transfers unto _________________________________ Warrants, evidenced
by the within Warrant Certificate, and does hereby irrevocably constitute and
appoint _______________________________________________ Attorney to transfer the
said Warrants evidenced by the within Warrant Certificate on the books of the
Company, with full power of substitution.
Dated: _________________________ _________________________________________
Signature
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant certificate in every particular, without
alteration or enlargement or any change whatsoever.
Signature Guaranteed: _________________________________________
FORM OF ELECTION TO PURCHASE
(To be executed by the holder if he desires to exercise Warrants
evidenced by the within Warrant Certificate)
To Employee Solutions, Inc.:
The undersigned hereby irrevocably elects to exercise ___________ Warrants,
evidenced by the within Warrant Certificate for, and to purchase thereunder,
_____________________ full shares of Common Stock issuable upon exercise of said
Warrants and delivery of $________________ and any applicable taxes.
The undersigned requests that certificates for such shares be issued in the
name of:
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(Please print name and address)
PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ________________
If said numbers of Warrants shall not be all the Warrants evidenced by the
within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
and delivered to:
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(Please print name and address)
Dated: _________________________ _________________________________________
Signatures
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, or if signed by any other
person, the Form of Assignment hereon must be duly executed and if the Warrant
Certificate representing Warrants not exercised is to be registered in a name
other than that in which the within Warrant certificate is registered, the
signature of the holder hereof must be guaranteed.
Signature Guaranteed: _________________________________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE
FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE,
AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
