STOCK RESTRICTION AND
REGISTRATION RIGHTS AGREEMENT
This Agreement ("Agreement") is among Nationwide Staffing, Inc., a
Delaware corporation ("Nationwide"), WJG Capital, L.L.C., a Texas limited
liability company ("WJG"), Larry E. Darst ("Darst") and Gary J. Petry ("Petry"),
who agree as follows:
1. INTRODUCTION
WJG, Darst and Petry (the "Sponsor Holders") are stockholders of
Nationwide, having acquired "restricted" shares of Nationwide's Common Stock in
private placements.
Nationwide is acquiring eight business organizations (the "Acquisitions")
which will serve as the founding companies (the "Founders") to create a
comprehensive staffing service provider.
As part of the documentation for the Acquisitions, the stockholders of the
Founders (the "Founder Stockholders") have agreed to certain contractual
restrictions on transfer of the shares of; and (b) registration rights
regarding, the Nationwide Common Stock that they will receive or have received.
2. RESTRICTIONS ON TRANSFER
The Sponsor Holders have agreed to be bound by the same contractual
restrictions as the Founders. Accordingly, the Sponsor Holders agree as follows:
Except for (i) transfers to immediate family members, (ii) transfers by
WJG to the members of WJG in accordance with their interests in WJG, which
family members or WJG members agree to be bound by the restrictions set forth
herein (or trusts for the benefit of Sponsor Holders or immediate family
members, the trustees of which so agree) or (iii) transfers between and among
Sponsor Holders or permitted transferees of Sponsor Holders, for a period of one
year from the date of closing of the Acquisitions (the "Closing"), except
pursuant to Section 3 hereof, the Sponsor Holders shall not sell, assign,
exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose
of any shares of Nationwide Common Stock owned by the Sponsor Holders, whether
now owned or hereafter acquired. The certificates evidencing the Nationwide
Common Stock owned by the Sponsor Holders will bear a legend substantially in
the form set forth below and containing such other information as Nationwide may
deem necessary or appropriate:
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THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED,
TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED, APPOINTED OR OTHERWISE DISPOSED
OF, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY ATTEMPTED SALE,
ASSIGNMENT, EXCHANGE, TRANSFER, ENCUMBRANCE, PLEDGE, DISTRIBUTION, APPOINTMENT
OR OTHER DISPOSITION PRIOR TO SEPTEMBER 11, 1998. UPON THE WRITTEN REQUEST OF
THE HOLDER OF THIS CERTIFICATE, THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE
LEGEND (AND ANY STOP ORDER PLACED WITH THE TRANSFER AGENT) AFTER THE DATE
SPECIFIED ABOVE.
3. REGISTRATION RIGHTS
3.1 Whenever Nationwide proposes to register any Nationwide Common Stock
for its own or others account under the Securities Act of 1933, as amended (the
"1933 Act") for a public offering, other than (i) any shelf registration of
shares to be used as consideration for acquisitions of additional businesses by
Nationwide and (ii) registrations relating to employee benefit plans, Nationwide
shall give the Sponsor Holders prompt written notice of its intent to do so.
Upon the written request of any Sponsor Holder given within 30 days after
receipt of such notice, (a) Nationwide shall cause to be included in such
registration all Nationwide Common Stock owned by such Sponsor Holder (including
any stock issued as (or issuable upon the conversion or exchange of any
convertible security, warrant, right or other security which is issued by
Nationwide as) a dividend or other distribution with respect to, or in exchange
for, or in replacement of such Nationwide Common Stock) which the Sponsor Holder
requests. In addition, if Nationwide is advised in writing in good faith by any
managing underwriter(s) of an underwritten offering of the securities being
offered pursuant to any registration statement under this Section 3 that the
number of shares to be sold by persons other than Nationwide is greater than the
number of such shares which can be offered without adversely affecting the
offering, Nationwide may reduce pro rata the number of shares offered for the
accounts of such persons (based upon the number of shares held by such person)
to a number deemed satisfactory by such managing underwriter(s), provided, that
any such reduction shall be made first by reducing the number of shares to be
sold by the Sponsor Holders, and then by reducing the number of any shares to be
sold by Founder Stockholders.
3.2 All expenses incurred in connection with the registrations under this
Section 3 (including all registration, filing, qualification, legal, printer and
accounting fees, but excluding underwriting commissions and discounts which
shall be payable by the respective selling parties), shall be borne by
Nationwide. In connection with registrations under Section 3.1, Nationwide shall
(i) use its best efforts to prepare and file with the Securities and Exchange
Commission ("SEC") as soon as reasonably practicable, a registration statement
with respect to the Nationwide Common Stock and use its best efforts to cause
such registration to promptly become and remain effective for a period of at
least 90 days (or such shorter period during which holders shall have sold all
Nationwide Common Stock which they requested to be registered); (ii) use its
best efforts to register and qualify the Nationwide Common Stock covered by such
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registration statement under applicable state securities laws as the holders
shall reasonably request for the distribution for the Nationwide Common Stock;
and (iii) take such other actions as are reasonable and necessary to comply with
the requirements of the 1933 Act, and the regulations thereunder.
3.3 In connection with the registration pursuant to Section 3.1 covering
an underwritten registered offering, Nationwide and each participating holder
agree to enter into a written agreement with the managing underwriter(s) in such
form and containing such provisions as are customary in the securities business
for such an arrangement between such managing underwriter(s) and companies of
Nationwide's size and investment stature, including indemnification.
3.4 Nationwide shall not be obligated to register shares of Nationwide
Common Stock held by any Sponsor Holder at any time when the resale provisions
of Rule 144(k) (or any similar or successor provision) promulgated under the
1933 Act are available to such Sponsor Holder.
4. MISCELLANEOUS
4.1 This Agreement and the rights of the parties hereunder may not be
assigned (except by operation of law) and shall be binding upon and shall inure
to the benefit of the parties hereto and the successors of Nationwide and the
Sponsor Holders.
4.2 This Agreement constitutes the entire agreement and understanding
among Nationwide and the Sponsor Holders with respect to the subject matter
hereof and supersedes any prior agreement and understanding relating to the
subject matter of this Agreement.
4.3 This Agreement may be executed simultaneously in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.
4.4 All notices of communication required or permitted hereunder shall be
in writing and may be given by depositing the same in United States mail,
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested, or by delivering the same in person to
an officer or agent of such party.
(a) If to Nationwide, addressed to it at the address set forth on the
signature page;
(b) If to a Sponsor Holder, addressed to such Sponsor Holder at its or
his address set forth on the signature page
or to such other address as any party hereto shall specify pursuant to this
Section 4.4.
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4.5 This Agreement shall be construed in accordance with the laws of the
State of Delaware, without regard or reference to any conflict-of-law principles
that would refer to the law of any other state or jurisdiction.
AGREED AS OF SEPTEMBER 11, 1997 ADDRESS FOR NOTICE:
NATIONWIDE STAFFING, INC. 600 Travis, Suite 6200
Houston, Texas 77002
Attention: Chief Executive Officer
BY: ________________________________
Name: Larry E. Darst
Title: Chief Executive Officer
WJG CAPITAL, L.L.C. 600 Travis, Suite 6200
Houston, Texas 77002
Attention: Manager
BY: ________________________________
Name: Warren L. Williams
Title: Manager
BY: ________________________________
Name: George C. Woods
Title: Manager
____________________________________ 6022 Village Glen Drive #4228
Larry E. Darst Dallas, Texas 75206
____________________________________ 3410 Pebble Bay Drive
Gary J. Petry Katy, Texas 77450
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