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EXHIBIT 10.10
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into
as of December 3, 1997 by and among Corporate Staffing Resources, Inc., a
Delaware corporation (the "Company"), and the equity securityholders of the
Company as identified from time to time on Schedule A hereto.
RECITALS:
A. CSR, Inc., a Delaware corporation ("CSR"), has merged (the
"Merger") with and into The Mega Force Staffing Companies, Inc., a Delaware
corporation ("Mega Force"), pursuant to the terms and subject to the conditions
of that certain Agreement and Plan of Merger, dated December 3, 1997, by and
between CSR and Mega Force (the "Merger Agreement"), whereby Mega Force remained
as the surviving corporation and changed its name to "Corporate Staffing
Resources, Inc."
B. In connection with the Merger, each shareholder of CSR received
shares of common stock of the Company as merger consideration.
C. A material inducement for the parties to consummate the
transactions contemplated by the Merger Agreement is that the Company and its
equity security-holders shall enter into this Agreement.
D. The Holders (as defined herein) desire to enter into this Agreement
for the purpose of providing a single, comprehensive, agreement governing the
registration of Common Stock by the Company for the benefit of its Holders.
AGREEMENT:
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements of the parties contained herein, the parties agree as
follows:
1. Definitions. As used herein, the terms below shall have the
following meanings. Any such term, unless the context otherwise requires, may be
used in the singular or plural, depending upon the reference.
"Affiliate" shall have the meaning provided in the Exchange Act and
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
"Demand Holder" means any Holder who on the date hereof is the record
or beneficial owner of at least 600,000 shares of Registrable Securities.
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"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Form S-3" shall mean such form under the Securities Act as in effect on
the date hereof or any registration form under the Securities Act subsequently
adopted by the SEC which permits inclusion or incorporation of comparable
information by reference to other documents filed by the Company with the SEC.
"Holder" shall mean any Person who is the record or beneficial owner of (i)
Registrable Securities or (ii) other securities of the Company convertible into,
or exercisable for, Registrable Securities, or any assignee thereof in
accordance with Sections 13 and 25 hereof. The identity of the Holders shall be
set forth on Schedule A which shall be revised from time to time as appropriate.
"Mellon" shall mean Mellon Ventures, L.P., a Delaware limited partnership,
and its Affiliates.
"Person" shall be construed broadly and shall include, without limitation,
an individual, a partnership, an investment fund, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization and a governmental entity or any department agency,
or political subdivision thereof.
"Qualified IPO," shall mean the sale, in an Underwritten Offering, of
Registrable Securities resulting in net proceeds to the Company of not less
than $20,000,000, other than any offering made in connection with a
compensatory benefit plan, with such Registrable Securities being listed on a
national securities exchange or the Nasdaq National Market (or any successor
thereto).
"Register," "registered," and "registration" shall refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such registration statement or document by the SEC.
"Registrable Securities" shall mean (a) shares of Common Stock owned
beneficially or of record by any Holder, (b) shares of Common Stock issuable
upon conversion or exercise of any warrants or options or (c) any Common Stock
of the Company issued to a Holder as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in exchange for or in replacement of,
any of the securities described in (a) or (b) above; provided, however, that
shares of Common Stock or other securities shall only be treated as Registrable
Securities if and so long as (i) they have not been sold to or through a broker
or dealer or underwriter in a public distribution or otherwise pursuant to an
effective Registration Statement under the Securities Act, (ii) they have not
been sold in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act under Section 4(1) thereof (including any
sale pursuant to Rule 144 of the Securities Act or any similar provision) so
that all transfer restrictions and restrictive legends with respect thereto are
removed upon the consummation of such sale, or (iii) they may not immediately be
resold by the Holder pursuant to Rule 144 (other than subsection (k) thereof),
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or Rule 701 under the Securities Act or pursuant to a Registration Statement on
Form S-8 (or comparable successor form). In no event shall any securities of
the Company other than Common Stock (or any successor security) constitute
Registrable Securities. Common Stock issuable upon conversion or exercise of any
warrants or options will be registered for resale only.
The number of shares of "Registrable Securities then outstanding" shall be
determined by the number of shares of Common Stock outstanding which are, and
the number of shares of Common Stock issuable pursuant to then exercisable or
convertible securities which are, Registrable Securities. The number of shares
of Registrable Securities owned by any Holder shall be deemed to include the
number of shares of Common Stock issuable pursuant to equity securities
convertible into, or exercisable for, Common Stock (regardless of whether such
securities are then convertible or exercisable, except for compensatory stock
options which shall not be deemed outstanding unless they have vested).
"Securities Act" shall mean the Securities Act of 1933, as amended.
"SEC" shall mean the United States Securities and Exchange Commission
and any successor commission or agency having similar powers.
"Stockholders Agreement" shall mean that certain Stockholders Agreement
dated even herewith.
"Underwritten Registration" or "Underwritten Offering" shall mean a
registration under the Securities Act in which securities of the Company are
sold to an underwriter on a firm commitment basis for reoffering to the public
or affirm commitment basis.
"WES&S" shall mean IPP 97 Private Equity, L.L.C., a Delaware limited
liability company and its Affiliates.
2. Request for Registration.
(a) Demand Rights: General. Subject to the limitations set forth in
Section 2(c) hereof, if the Company shall receive at any time after the date 180
days after the effective date of the first Qualified IPO, a written request from
a Demand Holder of at least the lesser of (1) 250,000 shares of Registrable
Securities (adjusted for all stock splits or similar transactions) or (2)
Registrable Securities with a fair market value, based on the closing market
price on the trading day immediately prior to the date of notice (as reported in
The Wall Street Journal), of not less than $10,000,000, that the Company file a
registration statement under the Securities Act covering the registration of
such Registrable Securities as shall be identified in the notice, then the
Company shall, within ten (10) days of the receipt thereof, give written notice
of such request to all Holders and shall, subject to the limitations of Sections
2(c), 2(d) and 2(e), use all reasonable commercial efforts to effect as soon as
practicable, and in any event within ninety (90) days of the receipt of such
request, the registration under the Securities Act for resale of all Registrable
Securities which the Holders request to be registered within twenty (20) days of
the mailing of such notice by the Company in accordance with Section 22 hereof
(each such registration being a "Demand Registration").
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(b) Underwriter: Cut-back. If the Holders initiating the registration
request under Section 2(a) (the "initiating Holders") intend to distribute the
Registrable Securities covered by their request by means of an Underwritten
Offering, they shall so advise the Company as a part of their request made
pursuant to this Agreement and the Company shall include such information in the
written notice to the other Holders referred to in such Section. The selection
of the managing underwriter in any registration under this Section 2 shall
require the consent of a majority of the Company's Board of Directors, such
consent not to be unreasonably withheld. In the case of an Underwritten
Offering, the right of any Holder to include Registrable Securities in such
registration shall be conditioned upon such Holder's participation in such
underwriting on customary terms. All Holders proposing to distribute their
securities through such underwriting shall (together with the Company as
provided in Section 4(e)) enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of this Agreement, if the underwriter
advises the Initiating Holders in writing that marketing factors require a
limitation of the number of shares to be underwritten, then the Initiating
Holders shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares of
Registrable Securities that may be included in the underwriting shall be
allocated among all Holders thereof, including the Initiating Holders, in
proportion (as nearly as practicable) to the amount of Registrable Securities of
the Company owned by each such Holder, provided, however, that the number of
shares of Registrable Securities to be included in such underwriting shall not
be reduced unless all other securities proposed to be included in such
registration, except for securities to be offered by the Company for its own
account (which shall have priority), are first entirely excluded from the
underwriting.
(c) Limit on Demand Registrations. Each Demand Holder shall have two
(2) rights to cause the Company to effect a Demand Registration in accordance
with Section 2(a), provided, however, that (i) the Company shall not be
obligated to effect more than three (3) Demand Registrations in any twelve month
period; (ii) no Demand Holder shall exercise more than one (1) of its demand
rights in any twelve month period; and (iii) all Demand Rights granted under
this Section 2 shall expire thirty months following the effectiveness of the
Company's Qualified IPO. The Company is obligated to effect a Demand
Registration pursuant to Section 2(a) as long as the Registrable Securities
subject to such Demand Registration have a fair market value (based on the
closing market price on the trading day immediately prior to the date of the
written request referred to in Section 2(a) (as reported in The Wall Street
Journal), of not less than $5,000,000). For purposes of this Section 2(c), no
such Demand Registration shall be deemed to have taken place unless (i) the
registration statement filed pursuant to such Demand Registration has been
declared effective by the SEC and sales of the securities have been permitted
consistent with the plan of distribution described in the Registration
Statement, the Initiating Holder(s) shall have had the opportunity to dispose of
at least sixty-six percent (66%) of the Registrable Securities identified in the
related notice and the registration shall not have been interfered with in any
material respect by any stop order, injunction or other order or requirement of
the SEC or other governmental agency or court, or (ii) a Demand Registration
shall be forfeited by operation of Section 6.
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(d) Right to Defer; General. Notwithstanding the foregoing, if the
Company shall furnish to the Holders requesting a registration statement
pursuant to this Agreement a certificate signed by the Secretary of the Company
stating that, in the good faith judgment of the Board of Directors of the
Company as set forth a duly adopted written resolution, it would be detrimental
to the Company and its stockholders for such registration statement to be filed
and it is therefore necessary to defer the filing of such registration
statement, the Company shall have the right to defer such filing for a period of
not more than ninety (90) days after receipt of the request of the Initiating
Holders; provided, however, that the Company may not utilize this right more
than once per Initiating Holder in any twelve month period.
3. Company Registration. If (but without any obligation to do so) the
Company proposes to register (including for this purpose a registration effected
by the Company pursuant to Section 2 of this Agreement) any of its Common Stock
under the Securities Act in connection with the public offering of such
securities solely for cash (other than (i) a registration relating to the sale
of securities to participants in a Company stock or other compensation plan,
(ii) a registration on any form which does not include or incorporate by
reference substantially the same information as would be required to be included
in a registration statement covering the sale of the Registrable Securities or
(iii) a SEC Rule 145 transaction), the Company shall, at such time, promptly
give each Holder written notice of such registration. Upon the written request
of each Holder given within twenty (20) days after mailing of such notice by the
Company in accordance with Section 22 hereof, the Company shall cause to be
registered under the Securities Act all of the Registrable Securities that each
such Holder has requested to be registered subject to the underwriter cutback
and other provisions of Section 8 hereof. Notwithstanding the foregoing, the
Company will not be required to give notice to the Holders in connection with
the first Qualified IPO if the underwriters managing the proposed offering have
advised the Company in writing that in their judgment market conditions will not
allow the inclusion of any secondary shares in such initial public offering
provided all Holders are similarly excluded. In the event the managing
underwriters and the Company subsequently determine to add any secondary shares
in the initial public offering, such notice shall be provided and all rights
granted by this Section 3 shall apply to all Holders.
4. Obligations of the Company. Whenever required under this Agreement to
effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:
(a) SEC Filing. Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use all reasonable commercial
efforts to cause such registration statement to become effective, and, upon the
request of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for up to ninety (90)
days or until all of the shares of Common Stock registered thereunder are sold,
whichever occurs sooner.
(b) Amendments. Prepare and file with the SEC such amendments
supplements and post-effective amendments to such registration statement and the
prospectus
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used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement, and furnish such
copies thereof to the Holders and any underwriters as they may reasonably
request. Upon the occurrence of any event that would cause any such registration
statement or the prospectus contained therein (i) to contain a material
misstatement or omission or (ii) not to be effective and usable for resale of
Registrable Securities during the period required by this Agreement, the Company
shall file promptly an appropriate amendment to such registration statement, (1)
in the case of clause (i), correcting any such misstatement or omission, and
(2) in the case of clauses (i) and (ii), use its reasonable commercial efforts
to cause such amendment to be declared effective and such registration statement
and the related prospectus to become usable for their intended purpose(s) as
soon thereafter as reasonably practicable.
(c) Filings. Advise the underwriter(s), if any, and selling Holders
promptly and, if requested by such Persons, confirm such advice in writing, (i)
when the prospectus or any prospectus supplement or post-effective amendment has
been filed, and, with respect to any registration statement or any
post-effective amendment thereto, when the sale has become effective, (ii) of
any request by the SEC for amendments to the registration statement or
amendments or supplements to the prospectus or for additional information
relating thereto, and (iii) of the issuance by the SEC of any stop order
suspending the effectiveness of the registration statement under the Securities
Act or of the suspension by any state securities commission of the qualification
of any Registrable Securities for offering or sale in any jurisdiction, or the
initiation in writing of any proceeding for any of the preceding purposes. If at
any time the SEC shall issue any stop order suspending the effectiveness of the
registration statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of any Registrable Securities under state securities or blue sky
laws, the Company shall use its reasonable commercial efforts to obtain the
withdrawal or lifting of such order at the earliest practicable time.
(d) Furnish Information. Upon the request of any such Person, furnish
to any selling Holder expressly named in any registration statement or
prospectus as a selling securityholder and any underwriter(s) participating in
any disposition pursuant to a registration statement, before filing with the
SEC, copies of any registration statement or any prospectus included therein or
any amendments or supplements to any such registration statement or prospectus,
which documents will be subject to the review and comment of such Holders and
underwriter(s) in connection with such sale, if any, for a period of at least
three (3) business days, and the Company will not file any such registration
statement or prospectus or any amendment or supplement to any such registration
statement or prospectus (including all such documents incorporated by reference)
to which the selling Holders of the Registrable Securities covered by such
registration statement or the underwriter(s) in connection with such sale, if
any shall reasonably object within three (3) business days after the receipt
thereof, provided, however, that no such review period shall apply to periodic
reports that the Company is required to file or believes advisable under the
Exchange Act. Any such review and comments shall be provided through the single
counsel for all such Persons contemplated by Section 6 hereof and the three
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(3) business day period shall terminate upon completion of such review and
comment with that counsel.
(e) Company Officials. Promptly after the filing of any document that
is incorporated by reference into a registration statement or prospectus and
upon the request of any selling Holder expressly named in such registration
statement or underwriter participating in any disposition pursuant to such
registration statement, make a responsible official of the Company available, at
reasonable times during normal business hours after appropriate advance notice,
for discussion of such document and other customary due diligence matters, which
discussions shall be coordinated by the single counsel for all selling Holders
contemplated by Section hereof. The Company may require that a confidentiality
agreement in customary form and otherwise reasonably satisfactory to it be
entered into prior to any such discussion and such official shall not be
obligated to disclose any information that he is not legally permitted to
disclose.
(f) Inspection of Documents. Make available at reasonable times for
inspection by the selling Holders, any managing underwriter participating in any
disposition pursuant to such registration statement and any attorney or
accountant retained by such selling Holders or any of such underwriter(s),
information reasonably requested by any such Holder, underwriter, attorney or
accountant solely in connection with the establishment of a "due diligence"
defense for such persons in connection with such registration statement or any
post effective amendment thereto subsequent to the filing thereof and prior to
its effectiveness (collectively, "Company Information"); provided, however, that
such Company Information shall not be disclosed unless the requesting party
signs a confidentiality agreement in customary form and otherwise reasonably
satisfactory to the Company; and provided, further, that the Company shall not
be obligated to disclose any Company Information that it is not legally
permitted to disclose by operation of government regulation or similar
requirement.
(g) Plan of Distribution. If requested by any selling Holders or the
underwriter(s) in connection with such sale, if any, promptly include in any
registration statement or prospectus, pursuant to a supplement or post-effective
amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein relating
to the "Plan of Distribution" of the Registrable Securities, information with
respect to the principal amount of Registrable Securities being sold to such
underwriter(s), the purchase price being paid therefor and any other terms of
the offering of the Registrable Securities to be sold in such offering; and make
all required filings of such prospectus supplement or post-effective amendment
as soon as reasonably practicable after the Company is notified of the matters
to be included in such prospectus supplement or post-effective amendment.
(h) DOCUMENT COPIES. Furnish to each selling Holder and each of the
underwriter(s) in connection with such sale, if any, without charge, at least
one conformed copy of the registration statement, as first filed with the
Commission, and of each amendment thereto, including all documents incorporated
by reference therein and all exhibits (including exhibits incorporated there by
reference).
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(i) Prospectus. Furnish to the Holders and any underwriters such
numbers of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other documents
as they may reasonably request in order to facilitate the disposition of
Registrable Securities owned by them, and cause all related filings to be made
with the SEC as required by Rule 424. The Company hereby consents to the use (in
accordance with law and the "Plan of Distribution" provided by the selling
Holder and any underwriters) of the prospectus and any amendment or supplement
thereto by each of the selling Holders and each of the underwriter(s), if any,
in connection with the offering and the sale of the Registrable Securities
covered by the prospectus or any amendment or supplement thereto.
(j) Blue Sky Qualification. Use all reasonable commercial efforts to
register and qualify the securities covered by such registration statement under
such other securities or blue sky laws of such jurisdictions as shall be
reasonably requested by the Holders and any underwriters, provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions.
(k) Underwriting Agreement. In the event of any underwritten public
offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriters of such
offering, provided that such managing underwriter has been selected consistent
with the provisions of Section 2(b). Each Holder participating in such
underwriting shall also enter into and perform its obligations under such an
agreement.
(l) Prospectus Delivery. Promptly notify each Holder of Registrable
Securities covered by the registration statement at any time when the Company
becomes aware of the happening of any event as a result of which the
registration statement or the prospectus included in such registration statement
or any supplement to the prospectus (as then in effect) contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements therein (in the case of the prospectus, in light of the
circumstances under which they were made) not misleading or, if for any other
reason it shall be necessary during such time period to amend or supplement the
registration statement or the prospectus in order to comply with the Securities
Act, whereupon, in either case, each Holder shall immediately cease to use such
registration statement or prospectus for any purpose and, as promptly as
practicable thereafter, the Company shall prepare and file with the SEC, and
furnish without charge to the appropriate Holders and managing underwriters, if
any, a supplement or amendment to such registration statement or prospectus
which will correct such statement or mission or effect such compliance and such
copies thereof as the Holders and any underwriters may reasonably request.
5. Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of such Holder's
Registrable Securities.
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6. Expenses of Demand Registration. All expenses other than underwriting
discounts and commissions and stock transfer taxes incurred in connection with
the registration and sale of Registrable Securities pursuant to Section 2,
including (without limitation) all registration, filing and qualification fees,
printers' and accounting fees, fees and expenses of compliance with state
securities or blue sky laws and related fees and disbursements of underwriters
(not to exceed $2,000), fees and expenses of other Persons retained by the
Company, (if any), filing fees payable to the National Association of Securities
Dealers, Inc., reasonable fees and disbursements of counsel for the Company, and
the reasonable fees and disbursements of one counsel for the selling Holders
shall be borne by the Company, which counsel the Company may request be the
Company's counsel if such counsel is reasonably acceptable to the Initiating
Holders and, if not, shall be selected by the Initiating Holders; provided,
however, that in the event the Holders retain separate counsel, the reasonable
fees and expenses to be reimbursed shall not exceed $50,000 on the first
Qualified IPO or $25,000 in a subsequent registration without the prior consent
of the Company. Notwithstanding the foregoing, however, in the event a
registration request is subsequently withdrawn at the request of the Initiating
Holders, then such expenses shall be borne solely by the Initiating Holders and
not by the Company (in which case all Holders participating in such registration
shall bear such expenses pro rata based on the Registrable Securities to be
registered).
7. Expenses of Company Registration. All expenses other than underwriting
discounts and commissions and stock transfer taxes incurred in connection with
the registration and sale of Registrable Securities pursuant to Section 3,
including (without limitation) all registration, filing and qualification fees,
printers' and accounting fees, fees and expenses of compliance with state
securities or blue sky laws and related fees and disbursements of underwriters
fees and expenses of other Persons retained by the Company, (if any), reasonable
fees and disbursements of counsel for the Company, and the reasonable fees and
disbursements of one counsel for the selling Holders shall be borne by the
Company, which counsel the Company may request be the Company's counsel if such
counsel is reasonably acceptable to the selling Holders and, if not, shall be
selected by the selling Holders; provided, however, that in the event the
Holders retain separate counsel, the reasonable fees and expenses to be
reimbursed shall not exceed $50,000 on the first Qualified IPO or $25,000 in a
subsequent registration without the prior consent of the Company.
8. Underwriting Requirements. In connection with any offering contemplated
by this Agreement which constitutes an Underwritten Offering, the Company shall
not be required under Section 3 to include any of the Holders' Registrable
Securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by the
person(s) entitled to select the underwriters, and then only in such quantity as
the underwriters determine in their sole discretion will not jeopardize the
success of the offering by the Company, such determination to be confirmed in
writing upon the request of any Holder. If the total amount of Registrable
Securities requested by Holders to be included in such offering exceeds the
amount of securities sold other than by the Company that the underwriters
determine in their sole discretion is compatible with the success of the
offering, then the company shall be required to include in the offering only
that number of Registrable Securities which the underwriters determine in their
sole discretion will
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not jeopardize the success of the offering (the securities so included shall be
allocated in the following manner: (i) first, 100% of the securities that the
Company proposes to sell; and (ii) second. the number of securities that each
other Holder proposes to sell, in proportion (as nearly as practicable) to the
amount of Registrable Securities of the Company owned by each such Holder).
9. Delay Registration. No Holder shall have any right to obtain or seek an
injunction or other similar remedy restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Agreement.
10. Indemnification. In the event any Registrable Securities are included
in a registration statement under this Agreement:
(a) Indemnification by the Company. To the fullest extent permitted by
law, the Company will indemnify and hold harmless each Holder, any underwriter
(as defined in the Securities Act) for such Holder, each of its officers,
directors, employees and agents of any Holder or underwriter and each person, if
any, who controls such Holder or underwriter within the meaning of the
Securities Act or the Exchange Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act, or other federal or state law, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, or any state
securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act, or any state securities law; and the Company will pay to each
such Holder, underwriter or controlling person, as incurred, any legal or other
expenses reasonably incurred by one law firm retained by them, plus appropriate
local counsel in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 10(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to which any holder,
underwriter or controlling person may become subject to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished to the Company expressly for use
in connection with such registration by such Holder, underwriter or controlling
person. In the case of any Underwritten Offering, the Company will also
indemnify the underwriters participating in the distribution, their officers and
directors and each Person who controls such Persons (within the meaning of the
Securities Act or the Exchange Act) to the same extent as provided above with
respect to the indemnification of the Holders of Registrable Securities, subject
to cross-indemnification substantially as set forth in Section 10(b).
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(b) Indemnification by Selling Holder. To the fullest extent permitted
by law, each selling Holder severally, but not jointly, will indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the registration statement, each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act, any underwriter, any
other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished to the
Company by such Holder expressly for use in connection with such registration;
and each such Holder will pay, as incurred, any legal or other expenses
reasonably incurred by any person intended to be indemnified pursuant to this
Section 10(b), in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Section 10(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided, further, that, in no event shall any
indemnity under this Section 10(b) exceed the net proceeds from the offering
received by such Holder.
(c) Procedures. Promptly after receipt by an indemnified party under
this Section 10 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 10, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel
(plus appropriate local counsel), with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial in any material respect to its ability to defend
such action, shall to such extent relieve such indemnifying party of any
liability to the indemnified party under this Section 10, but the omission so to
deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 10.
(d) Contribution. If the indemnification provided for in this Section
10 from the indemnifying party is unavailable to an indemnified party hereunder
with respect to any losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or
11
12
payable by such indemnified party as a result of such losses, claims, damages,
liabilities expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and the indemnified
parties on the other in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or related to information supplied by, such indemnifying party or
indemnified parties, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action; provided,
however, that, except with respect to Holders guilty of fraudulent
misrepresentations, in no event shall the liability of any selling Holder
hereunder be greater in amount than the difference between the dollar amount of
the proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such contribution obligation and all amounts previously
contributed by such Holder with respect to such losses, claims, damages,
liabilities and expenses. The amount paid or payable to a party as a result of
the losses, claims damages, liabilities and expenses referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 10(d) were determined by pro rata
allocation or by any other method of allocation which does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.
(e) Survival. The obligations of the Company and Holders under this
Section 10 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Agreement, and otherwise.
11. Reports Under Exchange Act. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration generally or
pursuant to a registration on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in SEC Rule 144, at all times after the first
Qualified IPO;
(b) use all reasonable commercial efforts, including voluntarily
registering its Common Stock under Section 12 of the Exchange Act, to qualify
for registration on Form S-3 for the sale of their Registrable Securities as
soon as it becomes eligible to file such resale registration statement;
14
13
(c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act; and
(d) furnish to any Holder, so long as the Holder owns any Registrable
Securities, promptly upon request (i) a written statement by the Company as
to whether or not it has complied with the reporting requirements of SEC
Rule 144 (at any time after ninety (90) days after the effective date of
the first Qualified IPO), the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting requirements), or that
it qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (at any time after it so qualifies), (ii) a copy of the most
recent annual and/or quarterly report of the Company and such other reports
and documents so filed by the Company, and (iii) such other information as
may be reasonably requested in availing any Holder of any rule or
regulation of the SEC which permits the selling of any such securities
without registration or pursuant to such form.
12. Form S-3 Registration. In case the Company shall receive from any
Holder or Holders of at least the lesser of (x) 250,000 shares of Registrable
Securities (adjusted for all stock splits of similar transactions) or (y)
Registrable Securities with a fair market value, based on the closing market
price on the trading day immediately prior to the date of notice (as reported in
The Wall Street Journal, if the class of securities comprising the Registrable
Securities is then listed on a national securities exchange, Nasdaq or other
public securities market reported in The Wall Street Journal) of not less than
$5,000,000, a written request or requests that the Company effect a registration
on Form S-3 and any related qualification or compliance with respect to such
Registrable Securities, the Company will:
(a) promptly give written notice of the proposed registration, and any
related qualification or compliance, to all other Holders; and
(b) as soon as practicable, effect such registration and all such
qualifications and compliance as may be so requested and as would permit or
facilitate the sale and distribution of all or a portion of each such
Holder's Registrable Securities as are specified in such request, together
with all or such portion of the Registrable Securities of any other Holder
joining in such request as are specified in a written request given within
fifteen (15) business days after receipt of such written notice from the
Company; provided, however, that the Company shall not be obligated to
effect any such registration, qualification or compliance, pursuant to this
Section 12: (i) if FORM S-3 is not available for such offering by the
Holders; (ii) if the Company shall furnish to the Holders a certificate
signed by the Secretary of the Company stating that in the good faith
judgment of the Board of Directors of the Company as set forth in a duly
adopted written resolution, it would be detrimental to the Company and its
shareholders for such Form S-3 registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the
Form S-3 registration
13
14
statement for a period of not more than ninety (90) days after receipt of
the request of the Holders under this Section 12; provided, however, that
the Company shall not utilize this right more than once in any twelve month
period; (iii) if the Company has, within the nine (9) month period
preceding the date of such request, already effected a registration for the
Holders pursuant to Sections 2.3 and/or this Section 12; (iv) if the
Company has already effected a registration for the Holders requesting
registration more than once pursuant to this Section 12. (v) if the Company
has already effected more than five (5) registrations pursuant to this
Section 12 or (vi) in any particular jurisdiction in which the Company
would be required to qualify to do business or to execute a general consent
to service of process in effecting such registration, qualification or
compliance.
(c) Subject to the foregoing, the Company shall file a registration
statement covering the Registrable Securities and other securities so
requested to be registered as soon as reasonably practicable after receipt
of the request or requests of the Holders. All expenses incurred in
connection with the first six (6) registrations requested by the Holders,
including (without limitation) all registration, filing, qualification,
printer's and accounting fees, the reasonable fees and disbursements of
counsel for the Company and the reasonable fees and expenses of one counsel
for the selling Holders, which counsel the Company may request be the
Company's counsel if such counsel is reasonably acceptable to such selling
Holders and, if not, shall be selected by the Initiating Holders; provided,
however, that (i) the underwriters' discounts or commissions and stock
transfer taxes associated with Registrable Securities shall not be borne by
the Company, but shall be borne by the applicable Holders of such
Registrable Securities and (ii) in the event the Selling Holders retain
separate counsel, the reasonable fees and expenses reimbursed shall not
exceed $25,000 ($ 10,000 if the registration is not underwritten) without
the prior consent of the Company. Registrations effected pursuant to this
Section 12 shall not be counted as demands for registration effected
pursuant to Section 2.
(d) For purposes of this Section 12, the provisions of Section 4
applicable to Form S-3 offerings shall apply and, if any such registration
is to be an underwritten offering, such registration shall be subject to
underwriter cut-back and other provisions as provided in Section 8.
13. Assignment of Registration Rights. Except as otherwise provided herein,
the rights to cause the Company to register Registrable Securities pursuant to
this Agreement may only be assigned to a purchaser, assignee or transferee of
the underlying Registrable Securities in a transaction permitted by, and
otherwise in compliance with, the Stockholders Agreement dated even herewith (if
then in effect) and, then, only if the transferee has executed a joinder
agreement substantially in the form of Exhibit I hereto and Schedule I thereto.
The Company may, at is election, require that this covenant be enforced by
requiring all Holders to legend their share certificates in a manner similar to
that required by Section 12 of the Stockholders Agreement.
14
15
14. Limitations on Subsequent Registration Rights. From and after the date
of this Agreement, the Company shall not, without the prior written consent of
the Holders of a majority of the Registrable Securities then outstanding, enter
into any agreement with any holder or prospective holder of any securities of
the Company which would allow such holder or prospective holder (a) to include
such securities in any registration filed under Sections 2.3 or 12 hereof,
unless under the terms of such agreement, such holder or prospective holder may
include such securities in any such registration only to the extent that the
inclusion of its securities will not reduce the amount of the Registrable
Securities of the Holders which is included or, (b) to make a demand
registration which could result in such registration statement being declared
effective prior to the first Qualified IPO; provided, however, that clause (a)
of this Section 14 shall not apply to (i) issuances to employees, directors or
consultants approved by the Board of Directors or (ii) issuances in respect of
which the rights provided in Section 5 of the Stockholders Agreement apply, each
of whom may be granted registration rights on parity with those provided herein.
15. "Market Stand-Off" Agreement.
Each Holder hereby agrees that for a period of (i) 180 days following the
effective date of the first Qualified IPO filed on Form S-I or similar form
under the Securities Act and (ii) ninety (90) days following any registration
effected subsequent to the first Qualified IPO pursuant to Sections 2, 3 or 12
(provided the Holders are given written notice of the offering and the right to
participate therein as provided for in this Agreement), each Holder shall not,
unless otherwise agreed to by the managing underwriters, directly or indirectly
sell, offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase or otherwise transfer or dispose of (other
than to those who agree to be similarly bound) any securities of the Company
held by it at any time during such period except Common Stock included in such
registration; provided, however, that all executive officers and directors of
the Company and all other persons with registration rights (whether or not
pursuant to this Agreement) enter into similar agreements. In addition, each
Holder agrees to acknowledge the undertaking provided for in this Section 15 by
entering into customary written "lock-up" agreements with the managers of the
relevant underwriting. The requirement of clause (ii) shall not apply to a
Holder that, at the time of receipt of the referenced notice from the Company,
(a) beneficially owned less than 5% of the outstanding shares of each class of
the capital stock of the Company, (b) is not an Affiliate or an employee of the
Company and (c) waives any further benefits of this Agreement for it or any
subsequent assignee or transferee of its Registrable Securities. In order to
enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Registrable Securities of each Holder (and the
shares or securities of every other person subject to the foregoing restriction)
until the end of such period.
16. Amendment of Registration Rights. Any provision of this Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the holders of a majority of the Registrable
Securities then outstanding; provided, however, that if any amendment proposed
hereunder would reasonably be expected to materially and disproportionately
affect any rights granted to a specific Holder herein, such amendment shall
15
16
require the consent of such Holder. Any amendment or waiver effected in
accordance with this Section 16 shall be binding upon each Holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities and the Company.
17. Termination. The rights provided in this Agreement shall terminate on
the tenth anniversary of the closing of the Company's initial public offering
pursuant to which the Company registers shares of Common Stock under the
Securities Act and following shortly after or concurrently with which the
Company registers its Common Stock under the Exchange Act.
18. Governing Law: Dispute Resolution. THIS AGREEMENT SHALL BE CONSTRUED,
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF).
The parties hereby agree that, in order to obtain prompt and expeditious
resolution of any disputes under this Agreement, each claim, dispute or
controversy of whatever nature, arising out of, in connection with, or in
relation to the interpretation, performance or breach of this Agreement (or any
other agreement contemplated by or related to this Agreement), including without
limitation any claim based on contract, tort or statute, or the arbitrability of
any claim hereunder (an "Arbitrable Claim"), shall be settled, at the request of
any party of this Agreement, exclusively by final and binding arbitration
conducted in New York, New York. All such Arbitrable Claims shall be settled by
one arbitrator in accordance with the Commercial Arbitration Rules then in
effect of the American Arbitration Association. Such arbitrator shall be
provided through the CPR Institute for Dispute Resolution ("CPR") by mutual
agreement of the parties; provided that, absent such agreement, the arbitrator
shall be appointed by CPR. In either event, such arbitrator may not have any
preexisting direct or indirect relationship with any party to the dispute. EACH
PARTY HERETO EXPRESSLY CONSENTS TO, AND WAIVES ANY FUTURE OBJECTION TO, SUCH
FORUM AND ARBITRATION RULES. Judgment upon any award may be entered by any state
or federal court having jurisdiction thereof. Except as required by law
(including, without limitation, the rules and regulations of the SEC, the New
York Stock Exchange or the Nasdaq Stock Market), no party nor the arbitrator
shall disclose the existence, content, or results of any arbitration hereunder
without the prior written consent of all parties. Except as provided herein, the
Federal Arbitration Act shall govern the interpretation, enforcement and all
proceedings pursuant to this Section 18.
Adherence to this dispute resolution process shall not limit the right of
the parties hereto to obtain any provisional remedy, including without
limitation, injunctive or similar relief, from any court of competent
jurisdiction as may be necessary to protect their respective rights and
interests pending arbitration. NOTWITHSTANDING THE FOREGOING SENTENCE, THIS
DISPUTE RESOLUTION PROCEDURE IS INTENDED TO BE THE EXCLUSIVE METHOD OF RESOLVING
ANY ARBITRABLE CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT. The
arbitration procedures shall follow the substantive law of the State of
Delaware, including the provision of statutory law dealing with arbitration, as
it may exist at the time of the demand for arbitration, insofar as said
provisions are not in conflict with this-Agreement and specifically excepting
therefrom sections of any such statute dealing with discovery and sections
requiring notice of the hearing date by
16
17
registered or certified mail. The Arbitrators shall determine the prevailing
party and shall include in their award that party's reasonable attorneys' fees
and costs.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
21. Negotiation of Agreement. Each of the parties acknowledges that it has
been represented by independent counsel of its choice throughout all
negotiations that have preceded the execution of this Agreement and that it has
executed the same with consent and upon the advice of said independent counsel.
Each party and its counsel cooperated in the drafting and preparation of this
Agreement and the documents referred to herein, and any and all drafts relating
thereto shall be deemed the work product of the parties and may not be construed
against any party by reason of its preparation. Accordingly, any rule of law or
any legal decision that would require interpretation of any ambiguities in this
Agreement against the party that drafted it is of no application and is hereby
expressly waived. The provisions of this Agreement shall be interpreted in a
reasonable manner to effect the intentions of the parties and this Agreement.
22. Notices. Any notice, request, instruction or other document to be given
hereunder by any party hereto to another party hereto shall be in writing, shall
be deemed to have been duly given or delivered when delivered personally or
telecopied (receipt confirmed, with a copy sent by reputable overnight courier),
or one business day after delivery to a reputable overnight courier, postage
prepaid, to the address of the party set forth in the stock records of the
Company or to such address as the party to whom notice is to be given may
provide in a written notice to each of the other parties to this Agreement, a
copy of which written notice shall be on file with the Secretary of the Company.
23. Severability. If one or more provisions of this Agreement are held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its terms
to the fullest extent permitted by law.
24. Further Assurances. Each of the parties shall, without further
consideration, use reasonable efforts to execute and deliver such additional
documents and take such other action as the other parties, or any of them may
reasonably request to carry out the intent of this Agreement and the
transactions contemplated hereby.
25. Successors and Assigns. This Agreement shall be binding upon and all
rights hereto shall inure to the benefit of the Company, its successors and
permitted assigns, and shall be binding upon and all rights hereto shall inure
to the benefit of the other parties hereto and
17
18
their respective heirs, successors and permitted assigns, including permitted
transferees of any Registrable Securities who have complied with the
restrictions referred to in Section 13 hereof
26. Entire Agreement. This Agreement embodies the entire agreement and
understanding of the parties hereto in respect of the actions and transactions
contemplated by this Agreement. There are no restrictions, promises,
inducements, representations, warranties, covenants or undertakings with regard
to the registration of the Company's capital stock pursuant to the Securities
Act, other than those expressly set forth or referred to in this Agreement.
27. Recapitalizations. etc. The provisions of this Agreement (including any
calculation of share ownership) shall apply, to the full extent set forth herein
with respect to the Registrable Securities, to any and all shares of capital
stock of the Company or any capital stock, partnership units or any other
security evidencing ownership interests in any successor or assign of the
Company (whether by merger, consolidation, sale of assets or otherwise) that may
be issued in respect of, in exchange for, or in substitution of the Common Stock
by reason of any stock dividend, split, combination, recapitalization,
liquidation, reclassification, merger, consolidation or otherwise.
(Signature Pages Follow)
18
19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
CORPORATE STAFFING RESOURCES, INC.
By:_____[SIGNATURE]________________
Name: Connor Xxxxxxx
Title: Vice President
XXXXXXX X. XXXXXXXXX
___________________________________
XXXXXXX X. XXXXXXXXX
___________________________________
XXXXXXXXXX XXXXXXX
___________________________________
XXXXX XXXXXX
___________________________________
XXXXXX XXXXX
___________________________________
S-1
20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
CORPORATE STAFFING RESOURCES, INC.
By: __________________________________
Name:
Title:
XXXXXXX X. XXXXXXXXX
__[SIGNATURE]_________________________
XXXXXXX X. XXXXXXXXX
__[SIGNATURE]_________________________
XXXXXXXXXX XXXXXXX
______________________________________
XXXXX XXXXXX
______________________________________
XXXXXX XXXXX
______________________________________
S-1
21
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
CORPORATE STAFFING RESOURCES, INC.
By: _____________________________________
Name:
Title:
XXXXXXX X. XXXXXXXXX
____[SIGNATURE]__________________________
XXXXXXX X. XXXXXXXXX
____[SIGNATURE]__________________________
XXXXXXXXXX XXXXXXX-XXXXXX
____[SIGNATURE]__________________________
XXXXX XXXXXX
_________________________________________
XXXXXX XXXXX
_________________________________________
S-1
22
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
CORPORATE STAFFING RESOURCES, INC.
By: ___________________________________
Name:
Title:
XXXXXXX X. XXXXXXXXX
____[SIGNATURE]________________________
XXXXXXX X. XXXXXXXXX
____[SIGNATURE]________________________
XXXXXXXXXX XXXXXXX
_______________________________________
XXXXX XXXXXX
____[SIGNATURE]________________________
XXXXXX XXXXX
_______________________________________
S-1
23
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
CORPORATE STAFFING RESOURCES, INC.
By: ____________________________________
Name:
Title:
XXXXXXX X. XXXXXXXXX
_____[SIGNATURE]________________________
XXXXXXX X. XXXXXXXXX
_____[SIGNATURE]________________________
XXXXXXXXXX XXXXXXX
________________________________________
XXXXX XXXXXX
________________________________________
XXXXXX XXXXX
_____[SIGNATURE]________________________
S-1
24
XXX XXXXXX
__[SIGNATURE]___________________
XXXXX XXXXXXXX
_______________________________
XXXXX XXXXXXX
________________________________
X. XXXXXXXX XXXXXXXXX
________________________________
T. XXXXX XXXXXXXXX
_________________________________
HAL. X. XXXXX
__[SIGNATURE]____________________
S-2
25
XXX XXXXXX
________________________________
XXXXX XXXXXXXX
____[SIGNATURE]_________________
XXXXX XXXXXXX
________________________________
X. XXXXXXXX XXXXXXXXX
________________________________
T. XXXXX XXXXXXXXX
________________________________
HAL. X. XXXXX
___[SIGNATURE]__________________
S-2
26
XXX XXXXXX
________________________________
XXXXX XXXXXXXX
_______________________________
XXXXX XXXXXXX
____[SIGNATURE]_________________
X. XXXXXXXX XXXXXXXXX
________________________________
T. XXXXX XXXXXXXXX
________________________________
HAL. X. XXXXX
________________________________
S-2
27
XXX XXXXXX
_______________________________
XXXXX XXXXXXXX
_______________________________
XXXXX XXXXXXX
_______________________________
X. XXXXXXXX XXXXXXXXX X. XXXXXXXX XXXXXXXXX,
as General Partner of
The X. Xxxxxxxx Xxxxxxxxx Family Limited
Partnership.
___[SIGNATURE]_____________________________
T. XXXXX XXXXXXXXX T. XXXXX XXXXXXXXX
as General Partner of
The T. Xxxxx XxXxxxxxx Family Limited
Partnership.
___[SIGNATURE]_____________________________
HAL. X. XXXXX
S-2
28
XXX XXXXXX
______[SIGNATURE]_________________
XXXXX XXXXXXXX
_______________________________
XXXXX XXXXXXX
_______________________________
X. XXXXXXXX XXXXXXXXX
_______________________________
T. XXXXX XXXXXXXXX
_______________________________
HAL. X. XXXXX
______[SIGNATURE]_________________
S-2
29
H. XXXXXX XXXXX
____[SIGNATURE]____________________________
XXXXX X. XXXXX
__________________________________________
IPP 97 PRIVATE EQUITY, LLC
By: Weskids. L.P., its Managing Member
By: Weskids. Inc., its General Partner
By:______________________________________
Name:
Title:
MELLON VENTURES, L.P.
By: MVMA, L.P., its General Partner
By: MVMA, Inc., its General Partner
By:_____[SIGNATURE]______________________
Name: Xxxx Xxxxxxxxx
Title: Vice President
ING (U.S.) CAPITAL CORPORATION
By:______________________________________
Name:
Title:
S-3
30
H. XXXXXX XXXXX
_______[SIGNATURE]______________________
XXXXX X. XXXXX
_______[SIGNATURE]______________________
IPP 97 PRIVATE EQUITY, LLC
By: Weskids, L.P., its Managing Member
By: Weskids, Inc., its General Partner
By:_____________________________________
Name:
Title:
MELLON VENTURES, L.P.
By: MVMA, L.P., its General Partner
By: MVMA, Inc., its General Partner
By:______[SIGNATURE]____________________
Name: Xxxx Xxxxxxxxx
Title: Vice President
ING (U.S.) CAPITAL CORPORATION
By:_____________________________________
Name:
Title:
S-3
31
H. XXXXXX XXXXX
_________________________________________
XXXXX X. XXXXX
_________________________________________
IPP 97 PRIVATE EQUITY. LLC
By: Weskids, L.P., its Managing Member
By: Weskids, Inc., its General Partner
By:___[SIGNATURE]________________________
Name:
Title:
MELLON VENTURES, L.P.
By: MVMA, L.P., its General Partner
By: MVMA, Inc., its General Partner
By:______________________________________
Name:
Title:
ING (U.S.) CAPITAL CORPORATION
By:______________________________________
Name:
Title:
S-3
32
H. XXXXXX XXXXX
_______________________________________
XXXXX X. XXXXX
_______________________________________
IPP 97 PRIVATE EQUITY, LLC
By: Weskids, L.P., its Managing Member
By: Weskids, Inc., its General Partner
By:____________________________________
Name:
Title:
MELLON VENTURES, L.P.
By: MVMA, L.P., its General Partner
By: MVMA, Inc., its General Partner
By:____________________________________
Name:
Title:
ING (U.S.) CAPITAL CORPORATION
By:_____[SIGNATURE]____________________
Name:
Title:
S-3
33
CREDITANSTALT CORPORATE FINANCE, INC.
By: __________________________________
Name: W. Xxxxx Xxxxx
Title: Vice President
By: __[SIGNATURE]_____________________
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
XXXXXX XXXXXXX XXXXX TRUST
By: __________________________________
Name:
Title:
XXXXX XXXXXXXXX XXXXX TRUST
By: __________________________________
Name:
Title:
XXXXXX X. XXXXXXXX TRUST
By: __________________________________
Name:
Title:
XXXXX XXXXXXXX XXXXX TRUST
By: __________________________________
Name:
Title:
X-0
00
XXXXXXXXXXXXX XXXXXXXXXX
(XXXXXX XXXXXXX BRANCH)
By: _______________________________
Name:
Title
XXXXXX XXXXXXX XXXXX TRUST
By: ____[Signature]________________
Name: Xxxxx X. Xxxxx
Title: Trustee
XXXXX XXXXXXXXX XXXXX TRUST
By: ____[Signature]________________
Name: Xxxxx X. Xxxxx
Title: Trustee
XXXXXX X. XXXXXXXX TRUST
By: ____[Signature]________________
Name: Xxxxx X. Xxxxx
Title: Trustee
XXXXX XXXXXXXX XXXXX TRUST
By: ____[Signature]________________
Name:
Title:
X-0
00
XXXXXXXXXXXXX XXXXXXXXXX
(XXXXXX XXXXXXX BRANCH)
By: ____________________________________
Name:
Title
XXXXXX XXXXXXX XXXXX TRUST
By: ____________________________________
Name:
Title:
XXXXX XXXXXXXXX XXXXX TRUST
By: ____________________________________
Name:
Title:
XXXXXX X. XXXXXXXX TRUST
By: ____________________________________
Name:
Title:
XXXXX XXXXXXXX XXXXX TRUST
By: ______[SIGNATURE]___________________
Name: H. Xxxxxx Xxxxx
Title: Trustee
S-4
36
XXXXX XXXXXX XXXXX TRUST
By:_____[SIGNATURE]_____________
Name: H. Xxxxxx Xxxxx
Title: Trustee
S-5
37
SCHEDULE A
STOCKHOLDERS:
Sch. A-1
38
EXHIBIT 1
Form of:
REGISTRATION RIGHTS AGREEMENT JOINDER
As of the date set forth below, the undersigned is acquiring from
__________________ shares of the Common Stock (the "Shares"), of Corporate
Staffing Resources, Inc. (the "Company"). By execution of this Registration
Rights Agreement Joinder, the undersigned, as successor to ______________ in
respect of the Shares, shall be deemed to be a party to that certain
Registration Rights Agreement, dated as of _____________ 1997, by and between
the Company and the "Holders" identified on the signature pages thereof (the
"Registration Rights Agreement"). Pursuant to Sections 13 and 25 of the
Registration Rights Agreement, the undersigned, as successor to ________________
in respect of the Shares, shall have all rights, and shall observe all the
obligations, applicable to a "Holder" under such Registration Rights Agreement.
In order to give effect to this transaction, please add the undersigned to the
list of "Holders" as set forth in Schedule A to the Registration Rights
Agreement.
Name:
Address for with copies
Notices: to:
___________________________
By:________________________
Name:
Title:
Date:
By:_____________________
Name:
Title:
Date:
Exh. 1-1
